10-Q 1 oled-10q_20170930.htm 10-Q oled-10q_20170930.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission File Number 1-12031

 

UNIVERSAL DISPLAY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania

 

23-2372688

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

375 Phillips Boulevard, Ewing, New Jersey

 

08618

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (609) 671-0980

 

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      No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

  (Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial account standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

As of October 30, 2017, the registrant had outstanding 47,040,602 shares of common stock.

 

 


 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Financial Statements (unaudited)

 

 

Consolidated Balance Sheets – September 30, 2017 and December 31, 2016

 

1

Consolidated Statements of Income – Three and nine months ended September 30, 2017 and 2016

 

2

Consolidated Statements of Comprehensive Income – Three and nine months ended September 30, 2017 and 2016

 

3

Consolidated Statement of Shareholders’ Equity – Nine months ended September 30, 2017

 

4

Consolidated Statements of Cash Flows – Nine months ended September 30, 2017

 

5

Notes to Consolidated Financial Statements

 

6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

25

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

35

Item 4. Controls and Procedures

 

35

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item 1. Legal Proceedings

 

36

Item 1A. Risk Factors

 

37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

38

Item 3. Defaults Upon Senior Securities

 

38

Item 4. Mine Safety Disclosures

 

38

Item 5. Other Information

 

38

Item 6. Exhibits

 

39

 

 

 


 

 

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share and per share data)

 

 

September 30, 2017

 

 

December 31, 2016

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

69,153

 

 

$

139,365

 

Short-term investments

 

 

296,282

 

 

 

188,644

 

Accounts receivable

 

 

43,256

 

 

 

24,994

 

Inventory

 

 

32,733

 

 

 

17,314

 

Deferred income taxes

 

 

 

 

 

8,661

 

Other current assets

 

 

9,227

 

 

 

6,392

 

Total current assets

 

 

450,651

 

 

 

385,370

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $35,087

   and $32,167

 

 

49,358

 

 

 

27,203

 

ACQUIRED TECHNOLOGY, net of accumulated amortization of $86,162 and $70,714

 

 

136,679

 

 

 

152,127

 

OTHER INTANGIBLE ASSETS, net of accumulated amortization of $1,652 and $615

 

 

15,188

 

 

 

16,225

 

GOODWILL

 

 

15,535

 

 

 

15,535

 

INVESTMENTS

 

 

14,794

 

 

 

14,960

 

DEFERRED INCOME TAXES

 

 

44,618

 

 

 

15,832

 

OTHER ASSETS

 

 

347

 

 

 

307

 

TOTAL ASSETS

 

$

727,170

 

 

$

627,559

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

13,780

 

 

$

8,112

 

Accrued expenses

 

 

20,694

 

 

 

19,845

 

Deferred revenue

 

 

10,603

 

 

 

10,282

 

Other current liabilities

 

 

1,199

 

 

 

1,967

 

Total current liabilities

 

 

46,276

 

 

 

40,206

 

DEFERRED REVENUE

 

 

25,658

 

 

 

31,322

 

RETIREMENT PLAN BENEFIT LIABILITY

 

 

32,226

 

 

 

27,563

 

Total liabilities

 

 

104,160

 

 

 

99,091

 

COMMITMENTS AND CONTINGENCIES (Note 14)

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

 

 

 

 

 

 

Preferred Stock, par value $0.01 per share, 5,000,000 shares authorized, 200,000

   shares of Series A Nonconvertible Preferred Stock issued and outstanding

   (liquidation value of $7.50 per share or $1,500)

 

 

2

 

 

 

2

 

Common Stock, par value $0.01 per share, 100,000,000 shares authorized, 48,466,087

   and 48,270,990 shares issued, and 47,108,224 and 46,913,127  shares outstanding, at

   September 30, 2017 and December 31, 2016, respectively

 

 

485

 

 

 

483

 

Additional paid-in capital

 

 

606,415

 

 

 

604,364

 

Retained earnings (accumulated deficit)

 

 

67,725

 

 

 

(25,557

)

Accumulated other comprehensive loss

 

 

(11,459

)

 

 

(10,666

)

Treasury stock, at cost (1,357,863 shares at September 30, 2017 and December 31,

   2016)

 

 

(40,158

)

 

 

(40,158

)

Total shareholders’ equity

 

 

623,010

 

 

 

528,468

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

727,170

 

 

$

627,559

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

1


 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(in thousands, except share and per share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

REVENUE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Material sales

 

$

47,041

 

 

$

23,465

 

 

$

140,506

 

 

$

70,084

 

Royalty and license fees

 

 

12,013

 

 

 

5,209

 

 

 

72,705

 

 

 

52,569

 

Contract research services

 

 

2,629

 

 

 

1,540

 

 

 

6,551

 

 

 

1,656

 

Total revenue

 

 

61,683

 

 

 

30,214

 

 

 

219,762

 

 

 

124,309

 

COST OF SALES

 

 

13,465

 

 

 

6,458

 

 

 

37,762

 

 

 

17,194

 

Gross margin

 

 

48,218

 

 

 

23,756

 

 

 

182,000

 

 

 

107,115

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

11,596

 

 

 

10,118

 

 

 

34,099

 

 

 

31,562

 

Selling, general and administrative

 

 

11,695

 

 

 

8,465

 

 

 

31,611

 

 

 

22,728

 

Amortization of acquired technology and other intangible assets

 

 

5,498

 

 

 

5,461

 

 

 

16,485

 

 

 

11,039

 

Patent costs

 

 

1,875

 

 

 

1,900

 

 

 

5,096

 

 

 

4,476

 

Royalty and license expense

 

 

1,764

 

 

 

815

 

 

 

6,342

 

 

 

3,656

 

Total operating expenses

 

 

32,428

 

 

 

26,759

 

 

 

93,633

 

 

 

73,461

 

OPERATING INCOME (LOSS)

 

 

15,790

 

 

 

(3,003

)

 

 

88,367

 

 

 

33,654

 

Interest income, net

 

 

861

 

 

 

568

 

 

 

2,328

 

 

 

1,544

 

Other income (expense), net

 

 

6

 

 

 

(68

)

 

 

(7

)

 

 

(1,982

)

Interest and other income, net

 

 

867

 

 

 

500

 

 

 

2,321

 

 

 

(438

)

INCOME (LOSS) BEFORE INCOME TAXES

 

 

16,657

 

 

 

(2,503

)

 

 

90,688

 

 

 

33,216

 

INCOME TAX BENEFIT (EXPENSE)

 

 

(3,137

)

 

 

1,003

 

 

 

(19,616

)

 

 

(10,965

)

NET INCOME (LOSS)

 

$

13,520

 

 

$

(1,500

)

 

$

71,072

 

 

$

22,251

 

NET INCOME (LOSS) PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

$

0.28

 

 

$

(0.03

)

 

$

1.50

 

 

$

0.47

 

DILUTED

 

$

0.28

 

 

$

(0.03

)

 

$

1.49

 

 

$

0.47

 

WEIGHTED AVERAGE SHARES USED IN COMPUTING NET

   INCOME (LOSS) PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

 

46,801,051

 

 

 

46,947,621

 

 

 

46,716,726

 

 

 

46,889,913

 

DILUTED

 

 

46,871,720

 

 

 

46,947,621

 

 

 

46,793,429

 

 

 

47,015,262

 

CASH DIVIDENDS DECLARED PER COMMON SHARE

 

$

0.03

 

 

$

 

 

$

0.09

 

 

$

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

2


 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

NET INCOME (LOSS)

 

$

13,520

 

 

$

(1,500

)

 

$

71,072

 

 

$

22,251

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale securities, net

   of tax of $14, $92, $64 and $139, respectively

 

 

27

 

 

 

(171

)

 

 

117

 

 

 

(256

)

Employee benefit plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial (loss) gain, net of tax of $154, $(5), $1,060 and

   $195, respectively

 

 

(283

)

 

 

(5

)

 

 

(1,945

)

 

 

(358

)

Amortization of prior service cost and actuarial loss for

   retirement plan included in net periodic pension costs,

   net of tax of $199, $141, $549 and $443, respectively

 

 

365

 

 

 

278

 

 

 

1,007

 

 

 

814

 

Net change for employee benefit plan

 

 

82

 

 

 

273

 

 

 

(938

)

 

 

456

 

Change in cumulative foreign currency translation

   adjustment

 

 

3

 

 

 

12

 

 

 

28

 

 

 

32

 

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

 

 

112

 

 

 

114

 

 

 

(793

)

 

 

232

 

COMPREHENSIVE INCOME (LOSS)

 

$

13,632

 

 

$

(1,386

)

 

$

70,279

 

 

$

22,483

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

3


 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except for share data)

 

 

Series A

Nonconvertible

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Accumulated

Other

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

Shareholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Shares

 

 

Amount

 

 

Equity

 

BALANCE, DECEMBER 31, 2016

 

 

200,000

 

 

$

2

 

 

 

48,270,990

 

 

$

483

 

 

$

604,364

 

 

$

(25,557

)

 

$

(10,666

)

 

 

1,357,863

 

 

$

(40,158

)

 

$

528,468

 

Cumulative effect of recording excess tax benefits from share-based payment arrangements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,450

 

 

 

 

 

 

 

 

 

 

 

 

26,450

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71,072

 

 

 

 

 

 

 

 

 

 

 

 

71,072

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(793

)

 

 

 

 

 

 

 

 

(793

)

Cash dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,240

)

 

 

 

 

 

 

 

 

 

 

 

(4,240

)

Exercise of common stock options

 

 

 

 

 

 

 

 

1,750

 

 

 

 

 

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29

 

Issuance of common stock

to employees

 

 

 

 

 

 

 

 

263,154

 

 

 

2

 

 

 

8,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,480

 

Shares withheld for employee taxes

 

 

 

 

 

 

 

 

(108,732

)

 

 

 

 

 

(9,330

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,330

)

Issuance of common stock to Board of Directors

and Scientific Advisory Board

 

 

 

 

 

 

 

 

31,064

 

 

 

 

 

 

2,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,190

 

Issuance of common stock to employees under an ESPP

 

 

 

 

 

 

 

 

7,861

 

 

 

 

 

 

684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

684

 

BALANCE, SEPTEMBER 30, 2017

 

 

200,000

 

 

$

2

 

 

 

48,466,087

 

 

$

485

 

 

$

606,415

 

 

$

67,725

 

 

$

(11,459

)

 

 

1,357,863

 

 

$

(40,158

)

 

$

623,010

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

4


 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

71,072

 

 

$

22,251

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Amortization of deferred revenue

 

 

(7,206

)

 

 

(5,281

)

Depreciation

 

 

3,638

 

 

 

3,002

 

Amortization of intangibles

 

 

16,485

 

 

 

11,039

 

Amortization of premium and discount on investments, net

 

 

(2,055

)

 

 

(1,316

)

Stock-based compensation to employees

 

 

8,467

 

 

 

8,231

 

Stock-based compensation to Board of Directors and Scientific Advisory Board

 

 

1,890

 

 

 

1,273

 

Change in earnout liability recorded for Adesis acquisition

 

 

509

 

 

 

 

Deferred income tax expense

 

 

6,804

 

 

 

4,726

 

Retirement plan expense

 

 

3,214

 

 

 

3,004

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(18,262

)

 

 

3,723

 

Inventory

 

 

(15,419

)

 

 

(3,249

)

Other current assets

 

 

(2,835

)

 

 

(4,977

)

Other assets

 

 

(40

)

 

 

(249

)

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

3,904

 

 

 

(5,134

)

Other current liabilities

 

 

(768

)

 

 

(5

)

Deferred revenue

 

 

1,863

 

 

 

3,296

 

Net cash provided by operating activities

 

 

71,261

 

 

 

40,334

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(23,221

)

 

 

(4,361

)

Purchases of intangibles

 

 

 

 

 

(95,989

)

Purchase of business, net of cash acquired

 

 

 

 

 

(33,163

)

Purchases of investments

 

 

(456,264

)

 

 

(380,260

)

Proceeds from sale of investments

 

 

351,024

 

 

 

434,683

 

Net cash used in investing activities

 

 

(128,461

)

 

 

(79,090

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

529

 

 

 

317

 

Proceeds from the exercise of common stock options

 

 

29

 

 

 

182

 

Payment of withholding taxes related to stock-based compensation to employees

 

 

(9,330

)

 

 

(4,840

)

Cash dividends paid

 

 

(4,240

)

 

 

 

Net cash used in financing activities

 

 

(13,012

)

 

 

(4,341

)

DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(70,212

)

 

 

(43,097

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

139,365

 

 

 

97,513

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

69,153

 

 

$

54,416

 

The following non-cash activities occurred:

 

 

 

 

 

 

 

 

Unrealized (gain) loss on available-for-sale securities

 

$

(117

)

 

$

256

 

Common stock issued to Board of Directors and Scientific Advisory Board that was

   earned and accrued for in a previous period

 

 

300

 

 

 

300

 

Common stock issued to employees that was earned and accrued for in a previous period

 

 

174

 

 

 

1,105

 

Net change in accounts payable and accrued expenses related to purchases of property

   and equipment

 

 

2,572

 

 

 

133

 

Earnout liability recorded for Adesis acquisition

 

 

 

 

 

1,510

 

 

The accompanying notes are an integral part of these consolidated financial statements.

5


 

UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

 

 

 

1.

BUSINESS:

Universal Display Corporation (the Company) is a leader in the research, development and commercialization of organic light emitting diode (OLED) technologies and materials for use in display and solid-state lighting applications. OLEDs are thin, lightweight and power-efficient solid-state devices that emit light that can be manufactured on both flexible and rigid substrates, making them highly suitable for use in full-color displays and as lighting products. OLED displays are capturing a growing share of the display market. The Company believes this is because OLEDs offer potential advantages over competing display technologies with respect to power efficiency, contrast ratio, viewing angle, video response time, form factor and manufacturing cost. The Company also believes that OLED lighting products have the potential to replace many existing light sources in the future because of their high power efficiency, excellent color rendering index, low operating temperature and novel form factor. The Company's technology leadership and intellectual property position should enable it to share in the revenues from OLED displays and lighting products as they enter mainstream consumer and other markets.

The Company's primary business strategy is to (1) further develop and license its proprietary OLED technologies to manufacturers of products for display applications, such as mobile phones, televisions, tablets, wearables, portable media devices, notebook computers, personal computers, and automotive interiors, and specialty and general lighting products; and (2) develop new OLED materials and sell existing and any new materials to those product manufacturers. The Company has established a significant portfolio of proprietary OLED technologies and materials, primarily through internal research and development efforts and acquisitions of patents and patent applications, as well as maintaining its relationships with world-class partners such as Princeton University (Princeton), the University of Southern California (USC), the University of Michigan (Michigan) and PPG Industries, Inc. (PPG Industries). The Company currently owns, exclusively licenses or has the sole right to sublicense more than 4,200 patents issued and pending worldwide.

The Company sells its proprietary OLED materials to customers for evaluation and use in commercial OLED products. The Company also enters into agreements with manufacturers of OLED display and lighting products under which it grants them licenses to practice under its patents and to use the Company's proprietary know-how. At the same time, the Company works with these and other companies who are evaluating the Company's OLED technologies and materials for possible use in commercial OLED display and lighting products.

 

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Interim Financial Information

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company’s financial position as of September 30, 2017 and results of operations for the three and nine months ended September 30, 2017 and 2016, and cash flows for the nine months ended September 30, 2017 and 2016. While management believes that the disclosures presented are adequate to make the information not misleading, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto in the Company’s latest year-end financial statements, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or for the full year.

Principles of Consolidation

The consolidated financial statements include the accounts of Universal Display Corporation and its wholly owned subsidiaries, UDC, Inc., UDC Ireland Limited, Universal Display Corporation Hong Kong, Limited, Universal Display Corporation Korea, Y.H., Universal Display Corporation Japan GK, Universal Display Corporation China, Ltd. and Adesis, Inc. (Adesis). All intercompany transactions and accounts have been eliminated.

Business Combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best

6


 

estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which is the period when all information necessary is obtained, but not to exceed one year from the acquisition date, adjustments may be recorded to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of income.

Management’s Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates made are principally in the areas of revenue recognition for license agreements, the useful life of acquired intangibles, the use and recoverability of inventories, intangibles and income taxes including realization of deferred tax assets, stock-based compensation and retirement benefit plan liabilities. Actual results could differ from those estimates.

Inventories

Inventories consist of raw materials, work-in-process and finished goods, including inventory consigned to customers, and are stated at the lower of cost, determined on a first-in, first-out basis, or market. Inventory valuation and firm committed purchase order assessments are performed on a quarterly basis and those items that are identified to be obsolete or in excess of forecasted usage are written down to their estimated realizable value. Estimates of realizable value are based upon management’s analyses and assumptions, including, but not limited to, forecasted sales levels by product, expected product lifecycle, product development plans and future demand requirements. A 12-month rolling forecast based on factors, including, but not limited to, production cycles, anticipated product orders, marketing forecasts, backlog, and shipment activities is used in the inventory analysis. If market conditions are less favorable than forecasts or actual demand from customers is lower than estimates, additional inventory write-downs may be required. If demand is higher than expected, inventories that had previously been written down may be sold.

Certain of the Company’s customers have assumed the responsibility for maintaining the Company's inventory at their location based on the customers’ demand forecast. Notwithstanding the fact that the Company builds and ships the inventory, the customer does not purchase the consigned inventory until the inventory is drawn or pulled by the customer to be used in the manufacture of the customer’s product. Though the consigned inventory may be at the customer’s physical location, it remains inventory owned by the Company until the inventory is drawn or pulled, which is the time at which the sale takes place.

Fair Value of Financial Instruments

The carrying values of accounts receivable, other current assets, and accounts payable approximate fair value in the accompanying financial statements due to the short-term nature of those instruments. The Company’s other financial instruments, which include cash equivalents and investments, are carried at fair value.

Revenue Recognition and Deferred Revenue

Material sales relate to the Company’s sale of its OLED materials for incorporation into its customers’ commercial OLED products or for their OLED development and evaluation activities. Material sales are recognized at the time title passes, which is typically at the time of shipment or at the time of delivery, depending upon the contractual agreement between the parties.

The Company receives license and royalty payments under certain commercial, development and technology evaluation agreements, some of which are non-refundable. These payments may include royalty and license fees made pursuant to license agreements and certain commercial supply agreements. Amounts received are deferred and classified as either current or non-current deferred revenue based upon current contractual remaining terms; however, based upon on-going relationships with customers, as well as future agreement extensions and other factors, amounts classified as current as of September 30, 2017 may not be recognized as revenue over the next twelve months. For arrangements with extended payment terms where the fee is not fixed and determinable, the Company recognizes revenue when the payment is due and payable. Royalty revenue and license fees included as part of commercial supply agreements are recognized when earned and the amount is fixed and determinable. If the Company used different estimates for the useful life of the licensed technology, or if fees are fixed and determinable, reported revenue during the relevant period would differ.

Contract research services revenue is revenue earned by performing organic and organometallic synthetics research, development and commercialization on a contractual basis. These services range from intermediates for structure-activity relationship

7


 

studies, reference agents and building blocks for combinatorial synthesis, re-synthesis of key intermediates, specialty organic chemistry needs, and selective toll manufacturing. These services are provided to third-party pharmaceutical and life sciences firms and other technology firms at fixed costs or on an annual contract basis. Revenue is recognized as services are performed with billing schedules and payment terms negotiated on a contract-by-contract basis. Payments received in excess of revenue recognized are recorded as deferred revenue. In other cases, services may be provided and revenue is recognized before the client is invoiced. In these cases, revenue recognized will exceed amounts billed and the difference, representing amounts which are currently unbillable to the customer pursuant to contractual terms, is recorded as an unbilled receivable.

Technology development and support revenue is revenue earned from government contracts, development and technology evaluation agreements and commercialization assistance fees, which includes reimbursements by government entities for all or a portion of the research and development costs the Company incurs in relation to its government contracts. Revenues are recognized proportionally as research and development costs are incurred, or as defined milestones are achieved, and are included in contract research services in the accompanying consolidated statements of income.

Currently, the Company's most significant commercial license agreement, which runs through the end of 2017, is with Samsung Display Co., Ltd. (SDC) and covers the manufacture and sale of specified OLED display products. Under this agreement, the Company is being paid a license fee, payable in semi-annual installments over the agreement term of 6.4 years. The installments, which are due in the second and fourth quarter of each year, increase on an annual basis over the term of the agreement. The agreement conveys to SDC the non-exclusive right to use certain of the Company's intellectual property assets for a limited period of time that is less than the estimated life of the assets. Ratable recognition of revenue is impacted by the agreement's extended increasing payment terms in light of the Company's limited history with similar agreements. As a result, revenue is recognized at the lesser of the proportional performance approach (ratable) and the amount of due and payable fees from SDC. Given the increasing contractual payment schedule, license fees under the agreement are recognized as revenue when they become due and payable, which is currently scheduled to be in the second and fourth quarter of each year.

At the same time the Company entered into the current patent license agreement with SDC, the Company also entered into a new supplemental material purchase agreement with SDC. Under the current supplemental material purchase agreement, SDC agrees to purchase from the Company a minimum dollar amount of phosphorescent emitter materials for use in the manufacture of licensed products. This minimum purchase commitment is subject to SDC’s requirements for phosphorescent emitter materials and the Company’s ability to meet these requirements over the term of the supplemental agreement. The minimum purchase amounts increase on an annual basis over the term of the supplemental agreement. These amounts were determined through negotiation based on a number of factors, including, without limitation, estimates of SDC’s OLED business growth as a percentage of published OLED market forecasts and SDC’s projected minimum usage of red and green phosphorescent emitter materials over the term of the agreement.

In 2015, the Company entered into an OLED patent license agreement and an OLED commercial supply agreement with LG Display Co., Ltd. (LG Display) which were effective as of January 1, 2015 and superseded the 2007 commercial supply agreement between the parties. The new agreements have a term that is set to expire by the end of 2022. The patent license agreement provides LG Display a non-exclusive, royalty bearing portfolio license to make and sell OLED displays under the Company's patent portfolio. The patent license calls for license fees, prepaid royalties and running royalties on licensed products. The prepaid royalty amount is included in deferred revenue and a portion of this amount can be credited against total royalties due over the life of the contract. The agreements include customary provisions relating to warranties, indemnities, confidentiality, assignability and business terms. The agreements provide for certain other minimum obligations relating to the volume of material sales anticipated over the term of the agreements, as well as minimum royalty revenue to be generated under the patent license agreement. The Company expects to generate revenue under these agreements that are predominantly tied to LG Display’s sales of OLED licensed products. The OLED commercial supply agreement provides for the sale of materials for use by LG Display, which may include phosphorescent dopants and host materials.

In 2016, the Company entered into an OLED Technology License Agreement and Commercial Material Supply Agreement with Tianma Micro-electronics Co., Ltd. (Tianma) which were both effective July 21, 2016 and run for five years. Under the license agreement, the Company has granted Tianma non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, the agreement provides for the sale of phosphorescent OLED materials to Tianma for use in its licensed products.

The Company records taxes billed to customers and remitted to various governmental entities on a gross basis in both revenues and cost of material sales in the consolidated statements of income. The amounts of these pass through taxes reflected in revenues and cost of material sales were $97,000 and $304,000 for the three and nine months ended September 30, 2017, respectively, and $74,000 and $143,000 for the three and nine months ended September 30, 2016, respectively.

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All sales transactions are billed and due within 90 days and substantially all are transacted in U.S. dollars.

Cost of Sales

Cost of sales consists of labor and material costs associated with the production of materials processed at the Company's manufacturing partners and at the Company's internal manufacturing processing facility. The Company’s portion of cost of sales also includes depreciation of manufacturing equipment, as well as manufacturing overhead costs and inventory adjustments for excess and obsolete inventory.

Research and Development

Expenditures for research and development are charged to expense as incurred.

Patent Costs

Costs associated with patent applications, patent prosecution, patent defense and the maintenance of patents are charged to expense as incurred. Costs to successfully defend a challenge to a patent are capitalized to the extent of an evident increase in the value of the patent. Costs that relate to an unsuccessful outcome are charged to expense.

Amortization of Acquired Technology

Amortization costs relate to technology acquired from BASF, Fujifilm and Motorola. These acquisitions were completed in the years ended December 31, 2016, 2012 and 2011, respectively. Acquisition costs are being amortized over a period of 10 years for the BASF and Fujifilm patents and 7.5 years for the Motorola patents.

Amortization of Other Intangible Assets

Other intangible assets from the Adesis acquisition are being amortized over a period of 10 to 15 years. See Note 7 for further discussion.

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions

The Company's reporting currency is the U.S. dollar. The functional currency for the Company's Ireland subsidiary is also the U.S. dollar and the functional currency for each of the Company's Asia-Pacific foreign subsidiaries is its local currency. The Company translates the amounts included in the consolidated statements of income from its Asia-Pacific foreign subsidiaries into U.S. dollars at weighted-average exchange rates, which the Company believes are representative of the actual exchange rates on the dates of the transactions. The Company's foreign subsidiaries' assets and liabilities are translated into U.S. dollars from the local currency at the actual exchange rates as of the end of each reporting date, and the Company records the resulting foreign exchange translation adjustments in the consolidated balance sheets as a component of accumulated other comprehensive loss. The overall effect of the translation of foreign currency and foreign currency transactions to date has been insignificant.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount of which the likelihood of realization is greater than 50%. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties, if any, related to unrecognized tax benefits as a component of tax expense.

Share-Based Payment Awards

The Company recognizes in the consolidated statements of income the grant-date fair value of equity based awards such as shares issued under employee stock purchase plans, restricted stock awards, restricted stock units and performance unit awards issued to employees and directors.

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The grant-date fair value of stock awards is based on the closing price of the stock on the date of grant. The fair value of share-based awards is recognized as compensation expense on a straight-line basis over the requisite service period, net of forfeitures. The Company issues new shares upon the respective grant, exercise or vesting of the share-based payment awards, as applicable.

Performance unit awards are subject to either a performance-based or market-based vesting requirement. For performance-based vesting, the grant-date fair value of the award, based on fair value of the Company's common stock, is recognized over the service period based on an assessment of the likelihood that the applicable performance goals will be achieved and compensation expense is periodically adjusted based on actual and expected performance. Compensation expense for performance unit awards with market-based vesting is calculated based on the estimated fair value as of the grant date utilizing a Monte Carlo simulation model and is recognized over the service period on a straight-line basis.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued a new revenue recognition standard entitled Revenue from Contracts with Customers. The objective of the standard is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows from a contract with a customer. The standard is effective for annual reporting periods beginning after December 15, 2017. Earlier adoption as of the original date is optional; however, the Company will adopt the standard beginning January 1, 2018. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is currently analyzing the impact of the new standard on the Company’s revenue contracts, comparing its current accounting policies and practices to the requirements of the new standard, and identifying potential differences that would result from applying the new standard to its contracts. The Company plans to use the “modified retrospective” adoption method. The Company’s most significant license contract expires at the end of 2017 and is anticipated for renewal as of approximately January 1, 2018. As such, the renewed contract will be accounted for in accordance with the new revenue recognition standard. The Company is also identifying and implementing changes to the Company’s business processes, systems and controls to support adoption of the new standard in 2018.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, which requires the classification of all deferred tax assets and liabilities as noncurrent rather than separately disclosing deferred taxes as current and noncurrent. The standard is effective for annual reporting periods beginning after December 15, 2016. The standard allows for either “prospective” adoption, meaning the standard is applied to the most current period presented in the financial statements or “full retrospective” adoption, meaning the standard is applied to all periods presented.  The Company adopted ASU 2015-17 effective January 1, 2017 on a “prospective” basis.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which addresses the classification and recognition of lease assets and liabilities formerly classified as operating leases under generally accepted accounting principles. The guidance will address certain aspects of recognition and measurement, and quantitative and qualitative aspects of presentation and disclosure. The guidance is effective for fiscal years beginning after December 31, 2018, including interim periods within those fiscal years. The Company is evaluating the effect that ASU 2016-02 may have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Accounting. The objective of the standard is to simplify the accounting and related disclosures associated with employee share-based accounting. The standard is effective for annual reporting periods beginning after December 15, 2016. The ASU requires prospective adoption, meaning the standard is applied to the most current period presented in the financial statements.  The Company adopted ASU 2016-09 effective January 1, 2017 and recorded a deferred tax asset and offsetting credit to retained earnings of $26.5 million (see Note 10).

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The objective of the standard is to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU provides additional clarification guidance on the classification of certain cash receipts and payments in the statement of cash flows. The new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, with early adoption permitted. The Company is evaluating the effect that ASU 2016-15 may have on its consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 clarifies the accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. ASU 2016-16 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company is evaluating the effect that ASU 2016-16 may have on its consolidated financial statements and related disclosures.

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In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test of Goodwill Impairment eliminating the requirement to calculate the implied fair value, essentially eliminating step two from the goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of step one of the impairment test, which is defined as the excess of the carrying value of a reporting unit over its fair value. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. The standards update is effective prospectively for annual and interim goodwill impairment testing performed in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the effect that ASU 2017-04 may have on its consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting, in accordance with Topic 718. The guidance is effective for annual periods beginning after December 15, 2017, with early adoption permitted, and requires a prospective application to awards modified on or after the adoption date. The Company has not historically made changes to the terms or conditions of shared-based payment awards and does not expect adoption of ASU 2017-09 to have a material impact on the consolidated financial statements and related disclosures.

 

 

3.

BUSINESS COMBINATIONS:

On June 23, 2016, the Company entered into an agreement to acquire Adesis, a privately held contract research organization (CRO) with 43 employees specializing in organic and organometallic synthetic research, development, and commercialization. Adesis is a technology vendor to companies in the pharmaceutical, fine chemical, biomaterials, and catalyst industries, and has worked with the Company over the last few years to help advance and accelerate a number of the Company’s product offerings. The transaction closed on July 11, 2016. Under the terms of the agreement, the Company’s subsidiary, UDC, Inc., acquired all outstanding shares of Adesis in a merger for $33.9 million in cash, and up to an additional $2.4 million in cash contingent upon Adesis’ achievement of certain milestones within two years of the acquisition. The acquisition was funded through use of existing cash and investments.

Purchase Price Allocation

The Company accounted for Adesis using the acquisition method of accounting in accordance with applicable U.S. GAAP whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The contingent consideration arrangement requires the Company to pay up to $1.2 million of additional consideration to the former shareholders of Adesis if revenues exceed certain threshold levels at the end of each twelve-month period ending December 31, 2016 and December 31, 2017. For the year ended December 31, 2016, the additional cash consideration earned by the former shareholders of Adesis was $1.2 million. The fair value of the contingent consideration was derived using a Monte Carlo simulation model based on management’s projections of future revenue levels. The following table summarizes the values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

 

Cash consideration

 

$

33,872

 

Contingent consideration

 

 

1,670

 

 

 

$

35,542

 

Allocation of purchase price:

 

 

 

 

Current assets, including cash of $492

 

$

2,204

 

Property and equipment

 

 

1,869

 

Accounts payable and accrued liabilities

 

 

(906

)

Net tangible assets

 

 

3,167

 

Identifiable intangible assets

 

 

16,840

 

Goodwill

 

 

15,535

 

Total purchase price

 

$

35,542

 

 

The purchase price exceeded the fair value of the net tangible assets and identifiable intangible assets acquired and, as a result, the Company recorded goodwill in connection with this transaction. This difference includes a going concern element that represents the Company’s ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process.

Transaction costs of $360,000 were recorded and charged to selling, general and administrative expense on the accompanying consolidated statements of operations during 2016.

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Intangible Assets Identified

The following table presents the intangible assets identified in the transaction:

 

Category

 

Estimated fair value

(in thousands)

 

 

Estimated useful life

(in years)

 

Customer relationships

 

 

10,520

 

 

 

11.5

 

Internally-developed IP, processes and recipes

 

 

4,820

 

 

 

15.0

 

Trade name/Trademarks

 

 

1,500

 

 

 

10.0

 

Total identifiable intangible assets

 

$

16,840

 

 

 

 

 

 

The fair value of the customer relationships asset was determined using the income approach through an excess earnings analysis which estimates value based on the present value of future economic benefits. The customer relationships intangible asset represents relationships between Adesis and its customers. The fair value of the internally-developed IP, processes and recipes was determined by utilizing the relief-from-royalty methodology. The fair value of the Adesis trade name asset was determined using the income approach through a relief-from-royalty analysis. The determination of useful lives was based upon consideration of market participant assumptions and transaction specific factors.

 

 

4.

CASH, CASH EQUIVALENTS AND INVESTMENTS:

The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. The Company classifies its remaining investments as available-for-sale. These securities are carried at fair market value, with unrealized gains and losses reported in shareholders’ equity. Gains or losses on securities sold are based on the specific identification method. Investments as of September 30, 2017 and December 31, 2016 consisted of the following (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Aggregate Fair

 

Investment Classification

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Market Value

 

September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

1,230

 

 

$

2

 

 

$

 

 

$

1,232

 

Commercial paper

 

 

 

 

 

 

 

 

0

 

 

 

 

Corporate bonds

 

 

69,886

 

 

 

6

 

 

 

(206

)

 

 

69,686

 

U.S. Government securities

 

 

245,147

 

 

 

25

 

 

 

(17

)

 

 

245,155

 

 

 

$

316,263

 

 

$

33

 

 

$

(223

)

 

$

316,073

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

3,362

 

 

$

3

 

 

$

 

 

$

3,365

 

Commercial paper

 

 

2,998

 

 

 

 

 

 

(2

)

 

 

2,996

 

Corporate bonds

 

 

209,595

 

 

 

6

 

 

 

(377

)

 

 

209,224

 

U.S. Government securities

 

 

32,996

 

 

 

1

 

 

 

(3

)

 

 

32,994

 

 

 

$

248,951

 

 

$

10

 

 

$

(382

)

 

$

248,579

 

As of September 30, 2017, there was $5.0 million of government securities included in cash equivalents in the consolidated balance sheet.

 

 

 

 

 

 

 

5.

FAIR VALUE MEASUREMENTS:

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2017 (in thousands):

 

 

 

 

 

 

Fair Value Measurements, Using

 

 

 

Total carrying value

as of September 30,

2017