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Commitments and Contingencies
12 Months Ended
Dec. 31, 2021
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,

    

2021

    

2020

    

2019

(in thousands)

Balance - beginning of the year

$

5,058

$

7,067

$

7,852

Warranties issued

 

7,102

 

4,626

 

5,865

Consumption of reserves

 

(5,784)

 

(6,691)

 

(6,242)

Changes in estimate

 

1,502

 

56

 

(408)

Balance - end of the year

$

7,878

$

5,058

$

7,067

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, 2021 was 12 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.7%.

The following table provides the maturities of lease liabilities at December 31, 2021:

Operating

    

Leases

(in thousands)

Payments due by period:

2022

$

4,901

2023

3,979

2024

3,769

2025

3,309

2026

3,496

Thereafter

35,960

Total future minimum lease payments

55,414

Less: Imputed interest

(18,143)

Total

$

37,271

Reported as of December 31, 2021

Accrued expenses and other current liabilities

$

4,437

Long-term operating lease liabilities

32,834

Total

$

37,271

Operating lease cost for the years ended December 31, 2021, 2020, and 2019 was $6.6 million, $5.4 million, and $5.5 million, respectively. Variable lease cost for all years ended December 31, 2021, 2020, and 2019 was $1.7 million. Additionally, the Company has an immaterial amount of short-term leases. Lease expense, which includes operating lease costs and variable lease costs, was $8.4 million, $7.1 million, and $7.2 million for the years ended December 31, 2021, 2020, and 2019, 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, 2021, 2020, and 2019 were $6.6 million (excluding landlord reimbursements for leasehold improvements of $6.1 million included within “Other, net” in the Consolidated Statements of Cash Flows), $6.9 million, and $7.2 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 have been consolidated with the Wolther Action, and a consolidated complaint was filed on December 11, 2018. The consolidated complaint seeks 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, which is included within “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets as of December 31, 2021. The settlement amount will be funded by insurance carriers, the receivable for which is included in “Prepaid expenses and other current assets” 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 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. Veeco is defending this matter vigorously. On January 25, 2021, the court granted the defendants’ demurrer without leave to amend effecting the dismissal of the case. Plaintiff is appealing the dismissal of its case.

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 65% and 62% of net accounts receivable at December 31, 2021 and 2020, 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

    

2021

    

2020

    

2021

    

2020

    

2019

 

Customer A

14

%  

*

15

%  

*

*

Customer B

*

*

10

%  

*

*

Customer C

12

%  

*

*

*

*

Customer D

10

%  

*

*

*

*

Customer E

 

*

*

*

13

%  

11

%  

*

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 17, “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 $11.6 million of receivables during the year ended December 31, 2020, of which $5.9 million was outstanding at December 31, 2020, and subsequently settled during 2021. There were no further sales of receivables under this agreement during 2021, and therefore the full $15.0 million is available under the agreement for additional sales of receivables as of December 31, 2021. The Company did not sell any 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 $3.9 million and $7.2 million at December 31, 2021 and 2020, respectively, that were included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets.

Purchase Commitments

The Company had purchase commitments of $193.0 million at December 31, 2021, substantially all of which will come due within one year. Purchase commitments are primarily for inventory used in manufacturing products 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, 2021, outstanding bank guarantees and letters of credit totaled $2.7 million and unused bank guarantees and letters of credit of $15.2 million were available to be drawn upon.