<PAGE>
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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 MARCH 31, 1999
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 / /
15,921,767 shares of common stock, $.01 par value per share, were outstanding
as of May 4, 1999.
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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 March 31, 1999 and 1998 3
Condensed Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure of Market Risk 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
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<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)
Three Months Ended
March 31,
-----------------------
1999 1998
-------- --------
Net sales $ 55,979 $ 53,659
Cost of sales 29,462 29,518
-------- --------
Gross profit 26,517 24,141
Costs and expenses:
Research and development expense 7,131 6,490
Selling, general and administrative expense 11,474 10,047
Other, net (71) (35)
-------- --------
Operating income 7,983 7,639
Interest expense, (income) net (141) 198
-------- --------
Income before income taxes 8,124 7,441
Income tax provision 3,006 1,733
-------- --------
Net income $ 5,118 $ 5,708
======== ========
Net income per common share $ 0.33 $ 0.39
Diluted net income per common share $ 0.32 $ 0.39
Pro forma income tax presentation:
Income before income taxes $ 7,441
Pro forma income tax provision 2,836
--------
Pro forma net income $ 4,605
========
Pro forma net income per common share $ 0.32
Pro forma diluted income per common share $ 0.31
Weighted average shares outstanding 15,531 14,510
Diluted weighted average shares outstanding 16,012 14,733
SEE ACCOMPANYING NOTES.
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<PAGE>
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
March 31, December 31,
1999 1998
-------- --------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 70,017 $ 23,492
Accounts and trade notes receivable, net 54,008 43,018
Inventories 53,622 53,324
Prepaid expenses and other current assets 2,616 1,388
Deferred income taxes 5,849 5,910
-------- --------
Total current assets 186,112 127,132
Property, plant and equipment at cost, net 36,889 37,204
Excess of cost over net assets acquired 4,155 4,187
Other assets, net 4,294 4,314
-------- --------
Total assets $231,450 $172,837
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable 15,413 15,624
Accrued expenses 26,037 24,549
Notes payable to former Digital shareholders 8,000 --
Other current liabilities 3,283 1,433
-------- --------
Total current liabilities 52,733 41,606
Long term debt, net of current portion 8,883 8,940
Notes payable to former Digital shareholders -- 8,000
Other non-current liabilities 1,128 1,067
Shareholders' equity 168,706 113,224
-------- --------
Total liabilities and shareholders' equity $231,450 $172,837
======== ========
SEE ACCOMPANYING NOTES.
-4-
<PAGE>
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1999 1998
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 5,118 $ 5,708
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,333 889
Deferred income taxes 132 (55)
Other, net (222) --
Changes in operating assets and liabilities:
Accounts receivable (12,414) (4,412)
Inventories (829) (1,731)
Accounts payable (95) (648)
Accrued expenses and other current liabilities 4,242 (3,453)
Other, net (1,352) 701
-------- --------
Net cash used in operating activities (4,087) (3,001)
INVESTING ACTIVITIES
Capital expenditures (3,382) (1,208)
Proceeds from sale of property, plant and equipment 2,679 --
-------- --------
Net cash used in investing activities (703) (1,208)
FINANCING ACTIVITIES
Proceeds from stock issuance 50,607 195
Distribution to Digital shareholders -- (1,000)
Other (55) (61)
-------- --------
Net cash provided by (used in) financing activities 50,552 (866)
Effect of exchange rates on cash 763 (203)
-------- --------
Net change in cash and cash equivalents 46,525 (5,278)
Cash and cash equivalents at beginning of period 23,492 20,444
-------- --------
Cash and cash equivalents at end of period $ 70,017 $ 15,166
======== ========
</TABLE>
SEE ACCOMPANYING NOTES.
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<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 three months ended March 31, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. 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, 1998.
Earnings per share are computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share are 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:
Three Months Ended
March 31,
------------------
(In thousands)
1999 1998
------ ------
Weighted-average shares outstanding 15,531 14,510
Dilutive effect of stock options 481 223
------ ------
Diluted weighted-average shares outstanding 16,012 14,733
====== ======
Pro forma net income and pro forma earnings per share as shown on the Condensed
Consolidated Statements of Income presents income taxes as if Digital
Instruments, Inc. ("Digital"), which was merged with the Company in May 1998 in
a transaction accounted for as a pooling of interests, had been a "C"
Corporation for all periods presented and therefore, subject to federal income
taxes at the corporation level. Prior to the merger, Digital had elected "S"
Corporation status for income tax purposes and, therefore, was not subject to
federal income taxes. As a result of the merger, financial data for the three
months ended March 31, 1998 has been restated to include Digital data.
-6-
<PAGE>
NOTE 2 - PUBLIC OFFERING
On February 2, 1999, the Company completed a public offering pursuant to which
1,000,000 shares of Common Stock, par value $.01 per share were issued and sold
for $52.00 per share, less underwriting discounts and commissions of $2.34 per
share. In addition, as part of the public offering, certain stockholders of the
Company sold 2,575,000 shares of Common Stock. The Company did not receive any
of the proceeds from the sale of shares by the selling stockholders.
NOTE 3 - INVENTORIES
Interim inventories have been determined by lower of cost (principally first-in,
first-out) or market. Inventories consist of:
March 31, December 31,
1999 1998
------- -------
(In thousands)
Raw materials $28,773 $28,202
Work-in-process 13,040 12,652
Finished goods 11,809 12,470
------- -------
$53,622 $53,324
======= =======
NOTE 4- BALANCE SHEET INFORMATION
Selected balance sheet account disclosures follow:
March 31, December 31,
1999 1998
------- -------
(In thousands)
Allowance for doubtful accounts $ 1,726 $ 1,725
Accumulated depreciation and amortization
of property, plant and equipment 16,464 15,861
Accumulated amortization of excess of cost
over net assets acquired 1,203 1,171
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<PAGE>
NOTE 5 - SEGMENT INFORMATION
The following represents the reportable product segments of the Company as of
and for the three months ended March 31, 1999 and 1998, in thousands:
<TABLE>
<CAPTION>
Net Sales Operating Income (Loss) Total Assets
------------------------------------------------------------------------------------------
1999 1998 1999 1998 1999 1998
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Metrology $30,973 $32,919 $6,714 $7,198 $73,045 $73,053
Process equipment 19,488 15,160 2,681 780 64,036 50,403
Industrial measurement 5,518 5,580 (6) 457 16,334 15,185
Unallocated corporate amount (1,406) (796) 78,035 22,273
------------------------------------------------------------------------------------------
Total $55,979 $53,659 $7,983 $7,639 $231,450 $160,914
==========================================================================================
</TABLE>
NOTE 6 - COMPREHENSIVE INCOME
Total comprehensive income was $4.6 million and $5.5 million for the three
months ended March 31, 1999 and 1998, respectively. Other comprehensive income
is comprised of foreign currency translation adjustments.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
Net sales of $56.0 million for the three months ended March 31, 1999 represents
an increase of 4% from the 1998 comparable period sales of $53.7 million,
reflecting an increase in process equipment sales partially offset by a decline
in metrology sales. Sales in the US, Europe, Japan and Asia Pacific,
respectively, accounted for 32%, 18%, 24% and 25%, respectively, of the
Company's net sales for the three months ended March 31, 1999. Sales in the U.S.
decreased 25% from the comparable 1998 period due to a 15% decline in U.S.
process equipment sales and a 40% decline in U.S. metrology sales. The decrease
in U.S. metrology sales reflects a shift in the sales of in-line inspection
tools from U.S. to foreign locations of U.S. based leading data storage
customers. Sales in Europe and Japan increased 5% and 8%, respectively, while
sales in Asia Pacific increased 187% principally as a result of an increase in
metrology sales. The increase in metrology sales in Asia Pacific is primarily
related to an increase in the sale of in-line inspection tools to a leading data
storage customer. The Company believes that there will continue to be quarter to
quarter variations in the geographic concentration of sales.
Metrology sales of $31.0 million for the three months ended March 31, 1999
represents a decrease of $1.9 million or 6% from the comparable 1998 period,
reflecting softness in the semiconductor market for use of metrology tools in
production applications. Process equipment sales of $19.5 million for the three
months ended March 31, 1999 represents an increase of $4.3 million or 29% from
the comparable 1998 period, reflecting the data storage industry's accelerated
transition to giant magnetoresistive ("GMR") thin film magnetic head
development. Industrial measurement sales of $5.5 million for the three months
ended March 31, 1999 remained relatively flat from the comparable 1998 period.
Veeco received $65.0 million of orders for the three months ended March 31,
1999, a 1% decrease compared to $65.9 million of orders for the comparable 1998
period. Metrology orders decreased by 37% to $25.0 million while process
equipment orders increased 65% to $36.2 million, reflecting continued acceptance
of Veeco's ion beam deposition, ion beam etch, and physical vapor deposition
equipment for next generation GMR thin film head manufacturing by the leading
data storage companies. The reduction in metrology orders reflects the reduction
in orders for in-line inspection equipment and the softness in the
semiconductor market for use of metrology tools in production applications.
The book/bill ratio for the first quarter of 1999 was 1.16.
Gross profit for the three months ended March 31, 1999 of $26.5 million
represents an increase of $2.4 million from the comparable 1998 period. Gross
profit as a percentage of net sales increased to 47.4% for 1999 from 45.0% for
the comparable 1998 period, as gross margin improvements were experienced in
each of the three product segments. The increase in gross margin for process
equipment is principally due to the increased sales volume of this product. The
increase in gross margin for metrology is related to a mix shift in sales to
higher margin atomic force microscopes and optical in-line inspection tools.
Research and development expenses of $7.1 million for the three months ended
March 31, 1999 increased by $.6 million or 10% over the comparable period of
1998 as the Company continues to increase spending for new product development
particularly in its process equipment and metrology business for products for
next generation products for advanced GMR applications for the data storage
industry.
-9-
<PAGE>
Selling, general and administrative expenses of $11.5 million for the three
months ended March 31, 1999 increased by approximately $1.4 million to 20.5% of
net sales in 1999 from 18.7% in 1998, principally due to higher sales
commissions resulting from higher sales volume and from the increase in
international sales particularly in Japan and Asia Pacific.
The Company recorded reorganization expenses of approximately $1.7 million in
1998 principally related to the merger with Digital representing severance and
other costs and an estimated loss on a future sublease of an abandoned office
and manufacturing facility. At December 31, 1998 approximately $.8 million
remained accrued for these expenses. During the three months ended March 31,
1999 the Company incurred approximately $.2 million of costs that were charged
against the accrual.
Income taxes for the three months ended March 31, 1999 amounted to $3.0 million
or 37% of income before income taxes as compared to $1.7 million or 23% of
income before income taxes for the same period of 1998. The lower effective tax
rate in 1998 reflects Digital's "S" Corporation tax status for five months in
1998 (through the merger date). As an "S" Corporation, Digital was not subject
to federal income tax at the corporation level.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operations totaled $4.1 million for the three months ended
March 31, 1999 compared to $3.0 million for the comparable 1998 period. This
change in cash used in operations reflects a decrease in net income for the 1999
period of $.6 million from the comparable 1998 period, along with the use of
cash for changes in operating assets and liabilities. Accounts payable and
accrued expenses and other current liabilities increased by $4.1 million during
the three months ended March 31, 1999 while decreasing $4.1 million during the
comparable 1998 period. Accounts receivable increased by $12.4 million during
the three months ended March 31, 1999 while increasing $4.4 million during the
comparable 1998 period. The increase in accounts receivable is due to the timing
of sales which were skewed towards the end of the quarter as well as increased
sales volume.
Net cash used in investing activities for the three months ended March 31, 1999
totaled $.7 million compared to $1.2 million for the comparable 1998 period.
Cash used in 1999 consisted of $3.4 million of capital expenditures partially
offset by $2.7 million of proceeds from sale of property, plant and equipment
versus $1.2 million of cash used for capital expenditures for the comparable
1998 period.
On February 2, 1999, the Company completed a public offering, pursuant to which
1,000,000 shares of Common Stock, par value $.01 per share, were issued and sold
for $52.00 per share, less underwriting discounts and commissions of $2.34 per
share. The Company expects to use the net proceeds of the offering
(approximately $49.0 million) for capital expenditures including clean
manufacturing areas and expanded customer application laboratories and for
working capital and general corporate purposes, including potential
acquisitions.
The Company has an unsecured $40.0 million Credit Facility (the "Credit
Facility") which may be used for working capital, acquisitions and general
corporate purposes. The Credit Facility bears interest at the prime rate of the
lending banks, but is adjustable to a maximum rate of 1/4% above the prime rate
in the event the Company's ratio of debt to cash flow exceeds a defined ratio. A
LIBOR-based interest rate option is also provided. As of March 31, 1999 there
were no amounts outstanding under the Credit Facility.
The Company will be required to repay promissory notes owed to former
stockholders of Digital in the aggregate principal amount of $8.0 million when
they become due in March 2000. The notes bear interest at an annual rate of
7.21%.
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<PAGE>
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.
YEAR 2000
The Year 2000 Issue is the result of computer programs using two digits rather
than four to define the applicable year. Any computer program or hardware or
other equipment that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
The Company has determined that it needs to modify or replace portions of its
business systems' software and certain hardware so that those systems will
properly utilize dates beyond December 31, 1999. The Company presently believes
that with modifications or replacements of its business systems' existing
software and certain hardware, the Company's computer programs should be able to
continue to operate effectively after December 31, 1999. However, if such
modifications and replacements are not completed in a timely manner, the Year
2000 Issue could have a material impact on the operations of the Company.
Furthermore, in addition to its own systems, the Company relies directly and
indirectly on external systems of its customers, suppliers, creditors, financial
organizations, utilities providers and governmental agencies (collectively,
"Third Parties").
The Company is utilizing both internal and external resources to resolve the
Year 2000 Issue following a phased approach which is comprised of inventory and
assessment, planning and renovation, testing and implementation. The following
describes the Company's efforts to identify and address its and applicable Third
Party Year 2000 Issues with respect to a) the Company's information technology
(IT) and non-IT systems, including facilities and infrastructure, b) the
Company's products and c) the Company's suppliers:
a) The Company's IT and non-IT systems including facilities and
infrastructure:
In 1997, the Company completed the installation of a new business system
for its process equipment and industrial product lines which has been
certified by the vendor as Year 2000 compliant. The Company has completed
its assessment and testing of its business systems for its metrology
business lines. Based upon such assessment and testing, along with
installing vendor upgrades and relying upon compliance statements received
from its software and hardware vendors, the Company believes its metrology
business systems will properly utilize dates beyond December 31, 1999.
Furthermore, the Company is in the process of installing a new business
system for its sales and service offices in Europe that the vendor has
certified is Year 2000 compliant.
The Company completed its inventory and assessment of its desktop systems
and laptops. The Company currently uses standard "off the shelf"
vendor-supplied software on its desktop systems and laptops. Based upon
this assessment, the Company is not aware of any business critical
remediation that is required and believes that its business critical
desktop systems and laptops will properly utilize dates beyond December 31,
1999.
The Company is in the process of assessing its Year 2000 risk with respect
to telephone and communications systems, utility systems and building
security systems. Formal inquiries were sent to Third Parties in December
1998 inquiring as to such Third Parties' Year 2000 readiness. The Company
anticipates completing its assessment before June 30, 1999.
-11-
<PAGE>
b) The Company's products:
The Company has completed its inventory and assessment of its products'
Year 2000 readiness utilizing testing guidelines prepared by Sematech, a
consortium of suppliers to worldwide semiconductor manufacturers. The
Company plans to comply with Sematech's guidelines for Year 2000 compliance
for its metrology and process equipment lines. The Company's new products
are designed to be Year 2000 ready; however, some of the Company's older
products will require upgrades for Year 2000 readiness. The Company intends
to provide upgrades for certain of such products, some of which will be
provided to customers without charge. Major customers have been notified of
the Company's upgrade program. Notwithstanding such efforts, any failure of
the Company's products to perform, including system malfunctions due to the
onset of Year 2000, could result in claims against the Company which could
have a material adverse effect on the Company's business, results of
operations or financial condition. In such event, the Company's customers
could choose to convert to other Year 2000 ready products in order to avoid
such malfunctions, which could have a material adverse effect on the
Company's business, financial condition or results of operations.
c) The Company's suppliers:
The Company is in the process of assessing its significant suppliers and
subcontractors regarding the status of their Year 2000 readiness. To date,
the Company is not aware of any Year 2000 issue that would materially
impact the Company's business, financial condition or results of
operations. However, the Company has no means of ensuring that suppliers or
subcontractors will be Year 2000 ready. The inability of suppliers or
subcontractors to complete their Year 2000 resolution process in a timely
fashion could materially impact the Company. The Company is unable to
determine the effect of non-compliance by suppliers or subcontractors.
The Company will utilize both internal and external resources to reprogram or
replace, test, and implement the software and operating equipment for Year 2000
modifications. The total cost of the Year 2000 project is estimated at $500,000
and is being funded through operating cash flows. To date, the Company has
incurred approximately $340,000, of which $100,000 has been expensed and
$240,000 has been capitalized, related to all phases of the Year 2000 project.
Of the total remaining project costs, approximately $80,000 is attributable to
the purchase of new software and operating equipment, which will be capitalized.
The remaining $80,000 relates to repair of hardware and software and external
consultant costs and will be expensed as incurred.
Management of the Company believes it has an effective program in place to
resolve the Year 2000 Issue in a timely manner. As noted above, the Company has
not yet completed all necessary phases of the Year 2000 program. In the event
the Company does not successfully complete any additional phases, the Company's
ability to do business with its suppliers and customers may be disrupted. In
addition, there can be no assurance that the systems of Third Parties with which
the Company interacts will not suffer from Year 2000 problems, or that such
problems would not have a material adverse effect on the Company's business,
financial condition or results of operations. In particular, Year 2000 problems
that have been or may in the future be identified with respect to the IT and
Non-IT systems of Third Parties having widespread national and international
interactions with persons and entities generally (for example, certain IT and
Non-IT systems of governmental agencies, utilities and information and financial
networks) could have a material adverse impact on the Company's financial
condition or results of operations.
The Company does not currently have any contingency plans and has not yet
determined its most reasonably likely worst case scenario with respect to the
Year 2000 Issue. The Company currently is in the process of reviewing its Year
2000 compliance plans to determine what contingency plans, if any, are
appropriate. There can be no assurance that such measures will prevent the
occurrence of Year 2000 problems, which could have a material adverse effect
upon the Company's business, results of operations or financial condition.
-12-
<PAGE>
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 the Company's profitability, or otherwise makes statements about the future,
including statements of the Company's Year 2000 readiness, 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Veeco's investment portfolio consists of cash equivalents; accordingly, the
carrying amounts approximate market value. It is the Company's practice to hold
these investments to maturity. Assuming March 31, 1999 variable debt and
investment levels, a one-point change in interest rates would not have a
material impact on net interest expense. Veeco's net sales to foreign customers
represented approximately 68% of Veeco's total net sales for the three months
ended March 31, 1999 and 56% for the comparable 1998 period. The Company expects
net sales to foreign customers will continue to represent a large percentage of
Veeco's total net sales. Veeco's net sales denominated in foreign currencies
represented approximately 12% of Veeco's total net sales for the three months
ended March 31, 1999 and 15% for the comparable 1998 period. The Company
generally has not engaged in foreign currency hedging transactions. The
aggregate foreign exchange losses included in determining consolidated
results of operations was $691,000 for the three months ended March 31, 1999
and were not material during the three months ended March 31, 1998. Changes
in currency exchange rates that have the largest impact on translating
Veeco's international operating profit include the German mark and Japanese
yen. The Company estimates that a 10% change in foreign exchange rates would
impact reported operating profit for the three months ended March 31, 1999 by
less than $1.5 million. The Company believes that this quantitative measure
has inherent limitations because it does not take into account any
governmental actions or changes in either customer purchasing patterns or our
financing and operating strategies.
-13-
<PAGE>
PART II. OTHER INFORMATION
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 March 31, 1999, filed herein.
27.2 Financial data schedule of Veeco Instruments Inc. for the quarterly period
ended March 31, 1998, (restated) filed herein.
b) Reports on Form 8-K.
The Registrant filed a Form 8-K on January 11, 1999 which included the
Registrant's consolidated financial statements and related financial data,
retroactively restated to reflect the Registrant's mergers with Wyko
Corporation in July 1997 and Digital Instruments, Inc. in May 1998, which
were accounted for as pooling of interests transactions.
The Registrant filed a Form 8-K on January 22, 1999 reporting the
Registrant's unaudited sales and orders for the quarter and year ended
December 31, 1998, and reference was made to the press release dated
January 21, 1999, announcing such information.
-14-
<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: May 12, 1999
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
-15-
<PAGE>
EXHIBIT INDEX
Exhibits:
27.1 Financial data schedule of Veeco Instruments, Inc. for the quarterly
period ended March 31, 1999, filed herein.
27.2 Financial data schedule of Veeco Instruments, Inc. for the quarterly
period ended March 31, 1998 (restated), filed herein.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 1999 WHICH ARE CONTAINED IN
OUR 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 70,017
<SECURITIES> 0
<RECEIVABLES> 55,734
<ALLOWANCES> 1,726
<INVENTORY> 53,622
<CURRENT-ASSETS> 186,112
<PP&E> 53,353
<DEPRECIATION> 16,464
<TOTAL-ASSETS> 231,450
<CURRENT-LIABILITIES> 52,733
<BONDS> 17,092
0
0
<COMMON> 159
<OTHER-SE> 168,547
<TOTAL-LIABILITY-AND-EQUITY> 231,450
<SALES> 55,979
<TOTAL-REVENUES> 55,979
<CGS> 29,462
<TOTAL-COSTS> 18,605
<OTHER-EXPENSES> (71)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (141)
<INCOME-PRETAX> 8,124
<INCOME-TAX> 3,006
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,118
<EPS-PRIMARY> .33
<EPS-DILUTED> .32
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 1998 WHICH ARE CONTAINED IN
OUR 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 15,166
<SECURITIES> 0
<RECEIVABLES> 50,347
<ALLOWANCES> 1,008
<INVENTORY> 46,556
<CURRENT-ASSETS> 117,545
<PP&E> 45,982
<DEPRECIATION> 12,478
<TOTAL-ASSETS> 160,914
<CURRENT-LIABILITIES> 43,606
<BONDS> 17,295
0
0
<COMMON> 146
<OTHER-SE> 99,068
<TOTAL-LIABILITY-AND-EQUITY> 160,914
<SALES> 53,659
<TOTAL-REVENUES> 53,659
<CGS> 29,518
<TOTAL-COSTS> 16,537
<OTHER-EXPENSES> (35)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 198
<INCOME-PRETAX> 7,441
<INCOME-TAX> 1,733
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,708
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
