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Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies  
Commitments and Contingencies

Note 9 — Commitments and Contingencies

Warranty

Changes in the Company’s product warranty reserves were as follows:

December 31,

    

2022

    

2021

    

2020

(in thousands)

Balance - beginning of the year

$

7,878

$

5,058

$

7,067

Warranties issued

 

8,304

 

7,102

 

4,626

Consumption of reserves

 

(7,527)

 

(5,784)

 

(6,691)

Changes in estimate

 

(54)

 

1,502

 

56

Balance - end of the year

$

8,601

$

7,878

$

5,058

Minimum Lease Commitments

The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of December 31, 2022 was 12 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.6%.

The following table provides the maturities of lease liabilities at December 31, 2022:

Operating

    

Leases

(in thousands)

Payments due by period:

2023

$

3,757

2024

4,347

2025

3,812

2026

4,012

2027

3,620

Thereafter

34,244

Total future minimum lease payments

53,792

Less: Imputed interest

(16,878)

Total

$

36,914

Reported as of December 31, 2022

Accrued expenses and other current liabilities

$

3,333

Long-term operating lease liabilities

33,581

Total

$

36,914

Operating lease cost for the years ended December 31, 2022, 2021, and 2020 was $7.4 million, $6.6 million, and $5.4 million, respectively. Variable lease cost was $2.0 million for the year ended December 31, 2022, and $1.7 million for the years ended December 31, 2021, and 2020. Additionally, the Company has an immaterial amount of short-term leases. Lease expense, which includes operating lease costs and variable lease costs, was $9.4 million, $8.4 million, and $7.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. In addition, the Company is obligated under such leases for certain other expenses, including real estate taxes and insurance. Operating cash outflows from operating leases for the year ended December 31, 2022, 2021, and 2020 were $7.5 million, $6.6 million (excluding landlord reimbursements for leasehold improvements of $6.1 million included within “Other, net” in the Consolidated Statements of Cash Flows), and $6.9 million, respectively.

Legal Proceedings

On June 8, 2018, an Ultratech shareholder who received Veeco stock as part of the consideration for the Ultratech acquisition filed a purported class action complaint in the Superior Court of the State of California, County of Santa Clara, captioned Wolther v. Maheshwari et al., Case No. 18CV329690, on behalf of himself and others who purchased or acquired shares of Veeco pursuant to the registration statement and prospectus which Veeco filed with the SEC in connection with the Ultratech acquisition (the “Wolther Action”). On August 2 and August 8, 2018, two purported class action complaints substantially similar to the Wolther Action were filed on behalf of different plaintiffs in the same court as the Wolther Action. These cases were consolidated with the Wolther Action, and a consolidated complaint was filed on December 11, 2018. The consolidated complaint sought to recover damages and fees under Sections 11, 12, and 15 of the Securities Act of 1933 for, among other things, alleged false/misleading statements in the registration statement and prospectus relating to the Ultratech acquisition, relating primarily to the alleged failure to disclose delays in the advanced packaging business, increased MOCVD competition in China, and an intellectual property dispute. In October 2021, Veeco and the court-appointed class representatives signed an agreement to settle the Wolther Action on a class-wide basis for $15.0 million, subject to court approval and class members’ opportunity to object and opt-out. On June 27, 2022, the court granted final approval to the class action settlement. The settlement amount was funded by insurance carriers. The corresponding receivable and liability had been included within “Prepaid expenses and other current assets” and “Accrued expenses and other current liabilities”, respectively, in the Consolidated Balance Sheets as of December 31, 2021.

On December 21, 2018, a purported Veeco stockholder filed a derivative action in the Superior Court of the State of California, County of Santa Clara, captioned Vladimir Gusinsky Revocable Trust v. Peeler, et al., Case No. 18CV339925, on behalf of nominal defendant Veeco (the “Derivative Action”). The complaint seeks to assert claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment against current and former Veeco directors premised on purported misstatements and omissions in the registration statement relating to the Ultratech acquisition. On January 25, 2021, the court granted the defendants’ demurrer without leave to amend effecting the dismissal of the case. On March 26, 2021, plaintiff filed its notice of appeal of the trial court’s order granting defendants’ demurrer without leave to amend. In April 2022, Veeco and plaintiff reached an agreement to settle the Derivative Action subject to court approval. As part of the settlement and subject to court approval, Veeco agreed to make certain revisions to its internal Disclosure Committee Charter and its director education program. After the court gave final approval in November 2022 to the Derivative Action settlement and the request for fees and costs made by plaintiff’s counsel, $0.3 million was paid to plaintiff’s counsel for fees and expenses. The amount was funded by insurance that Veeco maintains in the normal course of its business.

The Company is involved in various other legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Concentrations of Credit Risk

The Company depends on purchases from its ten largest customers, which accounted for 63% and 65% of net accounts receivable at December 31, 2022 and 2021, respectively.

Customers who accounted for more than 10% of net accounts receivable or net sales are as follows:

Accounts Receivable

Net Sales 

 

December 31,

For the Year Ended December 31,

 

Customer

    

2022

    

2021

    

2022

    

2021

    

2020

 

Customer A

*

14

%  

*

15

%  

*

Customer B

*

*

*

10

%  

*

Customer C

*

12

%  

*

*

*

Customer D

*

10

%  

*

*

*

Customer E

 

*

*

*

*

13

%  

Customer F

 

10

%

*

*

*

*

*

Less than 10% of aggregate accounts receivable or net sales

The Company manufactures and sells its products to companies in different geographic locations. Refer to Note 16, “Segment Reporting and Geographic Information,” for additional information. In certain instances, the Company requires deposits from its customers for a portion of the sales price in advance of shipment and performs periodic credit evaluations on its customers. Where appropriate, the Company requires letters of credit on certain non-U.S. sales arrangements. Receivables generally are due within 30 to 90 days from the date of invoice. In some geographies, receivables may be payable up to 150 days from the date of the invoice.

Receivable Purchase Agreement

In December 2020, the Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $15.0 million at any point in time. Pursuant to this agreement, the Company sold $13.2 million of receivables during the year ended December 31, 2022, of which $5.4 million remained outstanding as of December 31, 2022 as defined in the receivable purchase agreement, and $9.6 million was available under the agreement for additional sales of receivables. There were no sales of receivables under this agreement during 2021. The net sale of accounts receivable under the agreement is reflected as a reduction of

accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented.

Suppliers

The Company outsources certain functions to third parties, including the manufacture of several of its systems. While the Company relies on its outsourcing partners to perform their contracted functions, the Company maintains some level of internal manufacturing capability for these systems. In addition, certain of the components and sub-assemblies included in the Company’s products are obtained from a single source or a limited group of suppliers. The failure of the Company’s present outsourcing partners and suppliers to meet their contractual obligations and the Company’s inability to make alternative arrangements or resume the manufacture of these systems could have a material adverse effect on the Company’s revenues, profitability, cash flows, and relationships with its customers.

The Company had deposits with its suppliers of $9.4 million and $3.9 million at December 31, 2022 and 2021, respectively, that were included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

Purchase Commitments

The Company had purchase commitments of $289.2 million at December 31, 2022, the majority of which will come due within one year. Purchase commitments are primarily for inventory used in manufacturing products, as well as equipment and project materials used to support research and development activities, and are partially offset by existing deposits with suppliers.

Bank Guarantees

The Company has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At December 31, 2022, outstanding bank guarantees and letters of credit totaled $8.2 million and unused bank guarantees and letters of credit of $14.1 million were available to be drawn upon.