<PAGE>
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1998
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 (I.R.S. Employer
incorporation or organization) Identification Number)
Terminal Drive
Plainview, New York 11803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 349-8300
----------------
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes X No
--- ---
14,585,357 shares of common stock, $.01 par value per share, were outstanding as
of August 7, 1998.
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<PAGE>
VEECO INSTRUMENTS INC.
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statements of Income -
Three Months Ended June 30, 1998 and 1997 3
Condensed Consolidated Statements of Income -
Six Months Ended June 30, 1998 and 1997 4
Condensed Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997 5
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
----------------------
1998 1997
------- -------
<S> <C> <C>
Net sales $51,147 $54,547
Cost of sales 27,048 27,379
------- -------
Gross profit 24,099 27,168
Costs and expenses:
Research and development expense 7,007 6,076
Selling, general and administrative expense 11,184 9,871
Amortization expense 98 69
Other, net (124) (151)
Merger and reorganization expenses 7,500 -
Purchased in process technology - 4,200
------- -------
Operating income (loss) (1,566) 7,103
Interest expense, net 267 75
------- -------
Income (loss) before income taxes (1,833) 7,028
Income tax provision (benefit) (51) 1,363
------- -------
Net income (loss) $(1,782) $ 5,665
======= =======
Net income per common share $ (0.12) $ 0.39
Diluted net income per common share $ (0.12) $ 0.38
======= =======
Weighted average shares outstanding 14,566 14,352
Diluted weighted average shares outstanding 14,827 14,848
======= =======
Pro forma presentation:
Income (loss) before income taxes $(1,833) $ 7,028
Pro forma income tax provision (benefit) (678) 2,709
------- -------
Pro forma net income (loss) $(1,155) $ 4,319
======= =======
Pro forma net income (loss) per common share $ (0.08) $ 0.30
Pro forma diluted net income (loss) per common share $ (0.08) $ 0.29
======= =======
</TABLE>
See accompanying notes.
-3-
<PAGE>
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
1998 1997
-------- --------
<S> <C> <C>
Net sales $104,806 $103,757
Cost of sales 56,566 52,595
-------- --------
Gross profit 48,240 51,162
Costs and expenses:
Research and development expense 13,497 11,107
Selling, general and administrative expense 21,231 19,017
Amortization expense 195 137
Other, net (256) (315)
Merger and reorganization expenses 7,500 -
Purchased in process technology - 4,200
-------- --------
Operating income 6,073 17,016
Interest expense, net 465 130
-------- --------
Income before income taxes 5,608 16,886
Income tax provision 1,682 3,920
-------- --------
Net income $ 3,926 $ 12,966
======== ========
Net income per common share $ 0.27 $ 0.91
Diluted net income per common share $ 0.27 $ 0.88
======== ========
Weighted average shares outstanding 14,538 14,327
Diluted weighted average shares outstanding 14,774 14,654
======== ========
Pro forma presentation:
Income before income taxes $ 5,608 $ 16,886
Pro forma income tax provision 2,158 6,501
-------- --------
Pro forma net income $ 3,450 $ 10,385
======== ========
Pro forma net income per common share $ 0.24 $ 0.72
Pro forma diluted net income per common share $ 0.23 $ 0.71
======== ========
</TABLE>
See accompanying notes.
-4-
<PAGE>
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
----------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,659 $ 20,444
Accounts and trade notes receivable, net 47,846 44,927
Inventories 49,328 44,825
Prepaid expenses and other current assets 2,094 1,695
Deferred income taxes 5,801 4,602
-------- --------
Total current assets 121,728 116,493
Property, plant and equipment at cost, net 35,436 33,344
Excess of cost over net assets acquired 4,253 4,318
Other assets, net 5,334 5,476
-------- --------
Total assets $166,751 $159,631
======== ========
Liabilities and shareholders' equity
Current liabilities 50,232 47,715
Other non-current liabilities 970 1,012
Long term debt, net of current portion 17,125 17,146
Shareholders' equity 98,424 93,758
-------- --------
Total liabilities and shareholders' equity $166,751 $159,631
======== ========
</TABLE>
See accompanying notes.
-5-
<PAGE>
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
1998 1997
-------- --------
<S> <C> <C>
Operating activities
Net income $ 3,926 $12,966
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,311 739
Deferred income taxes (1,199) (1,882)
Non-cash compensation charge 1,585 -
Purchased in process technology - 4,200
Changes in operating assets and liabilities:
Accounts receivable (3,048) (7,935)
Inventories (4,536) (4,446)
Accounts payable (1,121) 3,528
Accrued expenses and other current liabilities 4,814 5,758
Other, net (451) (303)
------- -------
Net cash provided by operating activities 2,281 12,625
Investing activities
Capital expenditures (4,212) (4,080)
Net assets of business acquired - (4,375)
------- -------
Net cash used in investing activities (4,212) (8,455)
Financing activities
Proceeds from stock issuance 364 1,332
Distribution to Digital shareholders (2,000) (5,000)
Other (28) (51)
------- -------
Net cash used in financing activities (1,664) (3,719)
Effect of exchange rates on cash (190) (252)
------- -------
Net change in cash and cash equivalents (3,785) 199
Cash and cash equivalents at beginning of period 20,444 26,322
------- -------
Cash and cash equivalents at end of period $16,659 $26,521
======= =======
</TABLE>
See accompanying notes.
-6-
<PAGE>
VEECO INSTRUMENTS INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation (consisting of normal recurring accruals) have
been included. Operating results for the six months ended June 30, 1998, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1998. For further information, refer to the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997.
Earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share is computed
using the weighted average number of common and common equivalent shares
outstanding during the period.
The following table sets forth the reconciliation of diluted weighted-average
shares outstanding:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
( In Thousands ) ( In Thousands )
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted - average shares outstanding 14,566 14,352 14,538 14,327
Dilutive effect of stock options 261 496 236 327
------ ------ ------ ------
Diluted weighted - average shares outstanding 14,827 14,848 14,774 14,654
====== ====== ====== ======
</TABLE>
NOTE 2 - ACQUISITION
On May 29, 1998, the Company merged with Digital Instruments, Inc. of Santa
Barbara, CA ("Digital") a world leader in scanning probe/atomic force microscopy
(SPM/AFM). Under the merger, Digital shareholders received 5,583,725 shares of
Veeco common stock. The merger is accounted for as a pooling of interests
transaction and, accordingly, historical financial data has been restated to
include Digital data. Merger and reorganization expenses principally related to
this transaction, amounted to $7.5 million . They were comprised of transaction
fees and expenses of $3.3 million, $1.6 million of a non-cash compensation
charge related to stock issued in accordance with a pre-existing agreement with
a key Digital Instruments employee, $1.4 million of duplicate facility costs and
$1.2 million of reorganization costs all of which were charged to operating
expenses during the three month period ended June 30, 1998. Prior to the
merger, Digital had elected "S" Corporation status for income tax purposes. As
a result of the merger, Digital terminated its "S" Corporation election. Pro
forma net income (loss) presents income taxes for Digital as if it had been a
"C" Corporation for all periods presented. The following unaudited pro forma
data summarizes the combined results of operations of the Company and Digital as
though the merger occurred at the beginning of fiscal year 1995 and as if
Digital had been a "C" Corporation.
-7-
<PAGE>
Unaudited pro forma data
(In thousands, except per share data)
<TABLE>
<CAPTION>
Years Ended
December 31,
1997 1996 1995
----------------------------------
<S> <C> <C> <C>
Revenues:
Veeco $165,408 $115,042 $ 85,825
Digital 51,320 50,017 38,151
-------- -------- --------
Combined $216,728 $165,059 $123,976
======== ======== ========
Pro forma net income:
Veeco $ 12,283 $ 10,835 $ 9,237
Digital 8,537 10,040 7,039
-------- -------- --------
Combined $ 20,820 $ 20,875 $ 16,276
======== ======== ========
<CAPTION>
NOTE 3 - INVENTORIES
Interim inventories have been determined by lower of cost (principally first-in,
first-out) or market. Inventories consist of:
June 30, December 31,
1998 1997
-------- ------------
(In thousands)
<S> <C> <C>
Raw materials $26,889 $25,016
Work-in process 10,393 8,101
Finished goods 12,046 11,708
------- -------
$49,328 $44,825
======= =======
<CAPTION>
NOTE 4 - BALANCE SHEET INFORMATION
Selected balance sheet account disclosures follow:
June 30, December 31,
1998 1997
-------- ------------
(In thousands)
<S> <C> <C>
Allowance for doubtful accounts $ 1,091 $ 1,005
Accumulated depreciation and amortization
of property, plant and equipment 13,700 11,589
Accumulated amortization of excess of cost
over net assets acquired 1,105 1,040
</TABLE>
-8-
<PAGE>
NOTE 5 - OTHER INFORMATION
Interest paid during the six months ended June 30, 1998 and 1997 were $.7
million and $.5 million, respectively. The Company made income tax payments of
$3.8 million and $3.1 million during the six months ended June 30, 1998 and
1997, respectively.
NOTE 6 - NEW ACCOUNTING PRONOUNCEMENT
As of January 1, 1998, the Company adopted SFAS No. 130 "Reporting Comprehensive
Income". SFAS No. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this statement
had no impact on the Company's reported net income or shareholders' equity.
SFAS No. 130 requires foreign currency translation adjustments which prior to
its adoption were reported separately as part of stockholders' equity to be
included in other comprehensive income.
For the six months ended June 30, 1998 and 1997, total comprehensive income
amounted to $3.3 million and $12.6 million, respectively.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", which is
effective for both interim and annual financial statements for periods ending
after December 15, 1997. Segment information is not required to be reported in
interim financial statements in the first year of application. The Company
intends to adopt SFAS No. 131 for the fiscal year ended December 31, 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 AND 1997
Net sales of $51.1 million for the three months ended June 30, 1998 declined 6%
from the 1997 comparable period sales of $54.5 million, reflecting a decline in
process equipment sales partially offset by an increase metrology sales. Sales
in the US, Europe, Japan and Asia Pacific, respectively, accounted for 48%,
23%, 13% and 11%, respectively, of the Company's net sales for the three months
ended June 30, 1998. Sales in the US decreased 28% while international sales
included an 162% increase in Europe, a 3% increase in Japan and a 23% decrease
in Asia-Pacific from the comparable 1997 period. Sales in the US for each of
the companies product lines, particularly sales to the data storage industry
declined in 1998. The increase in European sales principally resulted from
increased metrology sales while process equipment and industrial measurement
sales were flat compared to the prior year. The decrease in sales in Asia
Pacific reflects the continued economic downturn in that region, particularly in
the data storage segment. The Company believes that there will continue to be
quarter to quarter variations in the geographic concentration of sales.
Metrology sales for the three months ended June 30, 1998 of $34.4 million
increased by $7.8 million or 30% over the comparable 1997 period, reflecting
increased use of metrology products for in-line inspection of critical steps in
data storage and semiconductor applications. Process equipment sales of $11.9
million for the three months ended June 30, 1998 decreased by $10.9 million or
48% from the comparable 1997 period, as sales of ion beam etch products
declined, partially offset by sales of new ion beam deposition equipment. Sales
of ion beam etch products continue to be negatively affected by industry
capacity in data storage. Industrial measurement sales for the three months
ended June 30, 1998 of $4.8 million decreased 6% from the comparable 1997
period.
-9-
<PAGE>
Veeco received $50.0 million of orders for the three months ended June 30, 1998,
a 16% decrease compared to $59.4 million of orders for the comparable 1997
period. Metrology orders increased by 24% to $32.6 million reflecting the
increased use of in line metrology for production applications such as PTR (pole
tip recession) measurements for new MR/GMR thin film magnetic heads, and
semiconductor industry use of AFM for .25 micron line widths. Process equipment
orders decreased 52% to $13.0 million reflecting weak data storage market
conditions accompanied by industry wide overcapacity. The book/bill ratio for
the second quarter of 1998 was .98.
Gross profit for the three months ended June 30, 1998 of $24.1 million
represents a decline of $3.1 million from the comparable 1997 period. Gross
profit as a percentage of net sales decreased to 47.1% for 1998 from 49.8% for
the comparable 1997 period, principally due to a decrease in gross margin for
the process equipment product line. This decline resulted from lower sales
volume, increased field service, warranty, facility and information system costs
and the increase in sales of new deposition products with lower initial gross
margins than established ion beam etch products.
Research and development expenses in the second quarter of 1998 increased by $.9
million or 15% over the comparable period of 1997 as the Company invested an
additional $.7 million in R&D for its deposition equipment product line and
increased its R&D investment for in-line inspection metrology products.
Selling, general and administrative expenses increased by approximately $1.3
million for the three months ended June 30, 1998 compared to the comparable 1997
period as a result of increased sales and product support costs for new products
as well as incremental selling costs related to the increased metrology sales.
During the three months ended June 30, 1998 the Company recorded a $7.5 million
non-recurring pre-tax charge for merger and reorganization costs principally
related to the merger with Digital completed on May 29, 1998. The $7.5 million
charge is comprised of transaction costs of $3.3 million, a $1.6 million non
cash compensation charge related to stock issued in accordance with a
pre-existing agreement with a key Digital employee, $1.4 million of duplicate
facility costs and $1.2 million of reorganization costs. During the three
months ended June 30, 1997 the Company expensed $4.2 million in connection with
an acquisition, representing the estimated value of in-process engineering and
development projects.
The Company recorded a $0.05 million income tax benefit for the three months
ended June 30, 1998 compared to a provision for income taxes of $1.4 million in
1997. The income tax benefit recorded is a result of a pre-tax loss for the
period along with an adjustment to the effective tax rate expected for the year
due to the merger with Digital. The 19% effective tax rate in 1997 reflects
Digital Instruments S Corp status in 1997.
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
Net sales were $104.8 million for the six months ended June 30, 1998
representing an increase of $1.0 million or 1% over the comparable 1997 period.
The increase principally reflects growth in metrology sales, offset by a
decrease in sales of process equipment. Sales in the US, Europe, Japan and Asia
Pacific, respectively, accounted for 46%, 20%, 18% and 10%, respectively, of the
Company's net sales for the six months ended June 30, 1998. Sales in the US
decreased approximately 21%, while international sales included an approximately
151% increase in Europe, a 31% increase in Japan, and a 41% decrease in Asia
Pacific from the comparable 1997 period. The decrease in US sales reflects
reduced process equipment sales to data storage customers. The increase in
European sales reflects increased process equipment sales to data storage
customers along with increased metrology sales for data storage and
semiconductor applications. The increase in sales in Japan reflects an increase
in process metrology sales. The decrease in sales in Asia Pacific reflects a
decrease in sales of all product lines resulting from the economic downturn in
that region. The Company believes that there will continue to be quarter to
quarter variations in the geographic concentration of sales.
-10-
<PAGE>
Metrology sales for the six months ended June 30, 1998 of $67.3 million
increased by $14.5 million or 27% over the comparable 1997 period reflecting
increased use of metrology products for in-line inspection of critical steps in
data storage and semiconductor applications. Process equipment sales of $27.0
million for the six months ended June 30, 1998 decreased by $19.0 million or 34%
from the comparable 1997 period, as sales of ion beam etch products declined,
partially offset by sales of new deposition equipment. Ion beam etch sales
continue to be negatively affected by excess capacity in data storage.
Industrial measurement sales for the six months ended June 30, 1998 of $10.5
million increased 2% over the comparable 1997 period.
Veeco received $115.9 million of orders for the six months ended June 30, 1998 a
7% increase compared to $108.1 million of orders in the comparable 1997 period.
Metrology orders increased 42% to $72.0 million reflecting the increased use of
in line metrology for production applications such as PTR (pole tip recession)
measurements for new MR/GMR thin film magnetic heads, and semiconductor industry
use of AFM for .25 micron line widths. Process equipment orders decreased 24%
to $35.0 million reflecting reduced ion beam etch products resulting from excess
data storage capacity for older TFMH products, reflecting weak data storage
market conditions accompanied by industry wide over capacity. The book/bill
ratio for the six months ended June 30, 1998 was 1.10.
Gross profit for the six months ended June 30, 1998 of $48.2 million represents
a decrease of $2.9 million from the comparable 1997 period. Gross profit as a
percentage of net sales decreased to 46.0% for 1998 from 49.3% for 1997, due
principally to a decrease in gross margin for the process equipment product
line. This decline resulted from lower sales volume, increased field support,
warranty, facility and information system costs and the increase in sales of new
deposition products with lower initial gross margins than established ion beam
etch products.
Research and development expense in the second half of 1998 increased by $2.4
million or 22% over the comparable period of 1997 as the Company invested an
additional $1.7 million in deposition R&D for its process equipment product line
and increased its R&D investment for in-line inspection metrology products.
Selling, general and administrative expenses increased by $2.2 million for the
six months ended June 30, 1998 compared to the comparable 1997 period as a
result of increased sales and product support costs for new products as well as
incremental costs related to the increased process metrology sales.
As described above, the Company recorded a $7.5 million non-recurring pre-tax
charge for merger and reorganization expenses during the six months ended June
30, 1998 and during the six months ended June 30, 1997, a $4.2 million expense
for the fair value of acquired in-process engineering and development projects.
Income taxes for the six months ended June 30, 1998 amounted to $1.7 million or
30% of income before income taxes as compared to $3.9 million or 23% of income
before income taxes for the same period of 1997. The 1998 effective tax rate
reflects Digital S Corp status through May 29, 1998 while the 1997 effective
tax rate reflects Digital S Corp status for the entire period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operations totaled $2.3 million for the six months ended
June 30, 1998 compared to $12.6 million for the comparable 1997 period. This
change in cash provided from operations principally reflects a decrease in net
income for the 1998 period of $9.1 million from the comparable 1997 period.
Accounts receivable increased $3.0 million during the six months ended June 30,
1998 reflecting concentration of shipments in last two weeks of the quarter as
well as a slow down in payment terms by several key accounts. Inventory
increased $4.5 million during the six months ended June 30, 1998 reflecting
investments required for new metrology products as well rescheduling of process
equipment orders. The increase of accrued expenses of $4.8 million during the
six months ended June 30, 1998 principally resulted from accrued merger and
reorganization costs.
-11-
<PAGE>
Veeco made capital expenditures of $4.2 million for the six month period ended
June 30, 1998, compared to $4.1 million in the comparable 1997 period. Capital
expenses in 1998 were principally for engineering and application lab equipment.
Capital expenses for the remaining six months of 1998 are expected to be
relatively consistent with the first six months of 1998.
The Company believes that existing cash balances together with cash generated
from operations and amounts available under the Company's credit facility will
be sufficient to meet the Company's projected working capital and other cash
flow requirements for the next twelve months.
FORWARD-LOOKING STATEMENTS
To the extent that this Report on Form 10-Q discusses expectations about market
conditions or about market acceptance and future sales of the Company's
products, or otherwise makes statements about the future, such statements are
forward looking and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from the statements made. These
factors include the cyclical nature of the data storage and semiconductor
industries, risks associated with the acceptance of new products by individual
customers and by the marketplace, and other factors discussed in the Business
Description on Form 10-K and Annual Report to Shareholders.
-12-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As a result of the acquisition of Digital Instruments in May 1998, the Company
succeeded to Digital's interest in an arbitration proceeding brought by one of
Digital's former foreign distributors for wrongful termination. The former
distributor is seeking lost profits and commissions of approximately $3,000,000
plus exemplary damages and reimbursement of the costs of the proceeding. Other
than claims for post-termination commissions, which are not material, based on
the facts known to the Company, the Company believes the claims asserted by its
former distributor are without merit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of stockholders of the Company was held on May 29, 1998.
Each person nominated for election as a director of the Company was elected to
such position at the meeting by a minimum of 7,874,677 votes. The other matters
voted upon at the meeting were as follows: (a) The proposed merger with Digital
with and into the Company pursuant to the Agreement and Plan of Merger dated as
of February 28, 1998, as amended; (b) an amendment to the Veeco Instruments Inc.
Amended and Restated 1992 Employees' Stock Option Plan; and (c) the appointment
of Ernst & Young LLP as auditors of the Company for the fiscal year ending
December 31, 1998. The votes of the Company's stockholders on these matters
were as follows:
Broker
Matters In Favor Opposed Abstained Non-Vote
- ------- -------- ------- --------- --------
(a) 6,111,255 7,748 10,391 1,751,831
(b) 6,014,685 99,305 15,404 1,751,831
(c) 7,871,730 2,423 7,072 -
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits.
27.1 Financial data schedule of Veeco Instruments, Inc. for the
quarterly period ended June 30, 1998, filed herein.
27.2 Financial data schedule of Veeco Instruments, Inc. for the
quarterly period ended June 30, 1997 (restated), filed herein.
b) Reports on Form 8-K.
The Registrant filed a current report on form 8-K on August 11, 1998
reporting that on May 29, 1998 it issued a press release announcing that it
had completed a merger with Digital. Pursuant to the merger, Digital
stockholders received an aggregate of 5,583,725 shares of Veeco common
stock.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 13, 1998
Veeco Instruments Inc.
By: /s/ Edward H. Braun
--------------------------
Edward H. Braun
Chairman, CEO and President
By: /s/ John F. Rein, Jr.
--------------------------
John F. Rein, Jr.
Vice President, Finance
and Chief Financial Officer
-14-
<PAGE>
EXHIBIT INDEX
Exhibits:
27.1 Financial data schedule of Veeco Instruments, Inc. for the
quarterly period ended June 30, 1998, filed herein.
27.2 Financial data schedule of Veeco Instruments, Inc. for the
quarterly period ended June 30, 1997 (restated), filed herein.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 1998 WHICH ARE CONTAINED IN
FORM 10-Q AND IS QUALIFIED IN ITES ENTIRETY BY REFERNCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 16,659
<SECURITIES> 0
<RECEIVABLES> 48,937
<ALLOWANCES> 1,091
<INVENTORY> 49,328
<CURRENT-ASSETS> 121,728
<PP&E> 49,136
<DEPRECIATION> 13,700
<TOTAL-ASSETS> 166,751
<CURRENT-LIABILITIES> 50,232
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 98,278
<TOTAL-LIABILITY-AND-EQUITY> 166,751
<SALES> 104,806
<TOTAL-REVENUES> 104,806
<CGS> 56,566
<TOTAL-COSTS> 42,423
<OTHER-EXPENSES> (256)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 465
<INCOME-PRETAX> 5,608
<INCOME-TAX> 1,682
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,926
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENT AS OF JUNE 30, 1997 WHICH ARE CONTAINED IN FORM
10-Q AND IS QUALIFIED IN ITS ENITIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<RESTATED>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 26,521
<SECURITIES> 0
<RECEIVABLES> 41,139
<ALLOWANCES> 963
<INVENTORY> 35,710
<CURRENT-ASSETS> 108,610
<PP&E> 27,808
<DEPRECIATION> 10,119
<TOTAL-ASSETS> 135,346
<CURRENT-LIABILITIES> 42,592
<BONDS> 0
0
0
<COMMON> 145
<OTHER-SE> 81,426
<TOTAL-LIABILITY-AND-EQUITY> 135,346
<SALES> 103,757
<TOTAL-REVENUES> 103,757
<CGS> 52,595
<TOTAL-COSTS> 17,331
<OTHER-EXPENSES> (315)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 130
<INCOME-PRETAX> 16,886
<INCOME-TAX> 3,920
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,966
<EPS-PRIMARY> .72
<EPS-DILUTED> .71
</TABLE>
