10-Q 1 eman-20180630x10q.htm 10-Q EMAN 2018 Q2

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

 

Form 10-Q 

 





(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended June 30, 2018

 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 001-15751 

 

eMAGIN CORPORATION 

(Exact name of registrant as specified in its charter) 





 

Delaware

56-1764501

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

2070 Route 52, Hopewell Junction, NY  12533

(Address of principal executive offices) 

 

(845) 838-7900 

(Registrant’s telephone number, including area code) 

 

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 ).    Yes      No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definition 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                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 accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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

 

The number of shares of common stock outstanding as of July 31, 2018 was 45,111,273.


 

eMagin Corporation 

Form 10-Q

For the Quarter ended June 30, 2018

 

Table of Contents



 

 

 

 

 

 

 

Page

Statement Regarding Forward Looking Information

 

PART I   FINANCIAL INFORMATION

 

Item 1

Condensed Consolidated Financial Statements

 

 

Condensed Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017

4

 

Condensed Consolidated Statements of Operations for the Three Months and Six Months ended June 30, 2018 and 2017 (unaudited)

5

 

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2018 and 2017 (unaudited)

6

 

Notes to Condensed Consolidated Financial Statements (unaudited)

7

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3

Quantitative and Qualitative Disclosures About Market Risk  

25

Item 4

Controls and Procedures

25

 

 

PART II   OTHER INFORMATION

 

Item 1

Legal Proceedings

25

Item 1A

Risk Factors

25

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3

Defaults Upon Senior Securities 

26

Item 4

Mine Safety Disclosures

26

Item 5

Other Information

26

Item 6

Exhibits

27

SIGNATURES

 

CERTIFICATIONS – see Exhibits

 

 



  



2 


 

STATEMENT REGARDING FORWARD-LOOKING INFORMATION 



This Quarterly Report on Form 10-Q, or Report, contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.



In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect our results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in this Quarterly Report on Form 10-Q. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Report and the documents that we reference in this Report and have filed with the Securities and Exchange Commission, or the SEC, as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.



In particular, forward-looking statements in this Report include statements about:

·

Our ability to successfully develop and market our products to customers; 

·

Our ability to generate customer demand for our products in our target markets:

·

The development of our target markets and market opportunities, including the consumer market;

·

Our potential exposure to product liability claims;

·

Our ability to manufacturer our products at a competitive cost;

·

Our ability to successfully implement new equipment on our manufacturing line;

·

Market pricing for our products and for competing products;

·

Increasing competition;

·

Provisions in certain of our commercial agreements and our military business that may prevent or delay an acquisition of, partnership with, or  investment in, our Company and our ability to develop original equipment manufacturer (“OEM”) and mass production partnerships;

·

Technological developments in our target markets and the development of alternate, competing technologies in them;

·

Our anticipated cash needs and our estimates regarding our capital requirements;

·

Our needs for additional financing, as well as our ability to obtain such additional financing on reasonable terms and the interest rate and expense we incur on any debt financing; and

·

Our efforts to sell or otherwise dispose of our consumer night vision products business.



The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Report. 



In this Report, references to “eMagin Corporation,” “eMagin,” “the Company,” “we,” “us,” and “our company” refer to eMagin Corporation and our wholly owned subsidiary, Virtual Vision, Inc. References to “Consumer Night Vision” refers to our consumer night vision products business.



3 


 

 ITEM 1.  Condensed Consolidated Financial Statements 



eMAGIN CORPORATION 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(In thousands, except share data)







 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2018

 

2017



 

(unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

8,663 

 

$

3,526 

Accounts receivable, net

 

 

3,481 

 

 

4,528 

Unbilled accounts receivable

 

 

947 

 

 

406 

Inventories

 

 

7,814 

 

 

8,640 

Prepaid expenses and other current assets

 

 

715 

 

 

1,328 

Total current assets

 

 

21,620 

 

 

18,428 

Equipment, furniture and leasehold improvements, net

 

 

8,403 

 

 

8,553 

Intangibles and other assets

 

 

336 

 

 

326 

Total assets

 

$

30,359 

 

$

27,307 



 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

2,135 

 

$

1,714 

Accrued compensation

 

 

1,658 

 

 

1,557 

Revolving credit facility, net

 

 

 —

 

 

3,808 

Common stock warrant liability

 

 

4,614 

 

 

784 

Other accrued expenses

 

 

1,490 

 

 

719 

Deferred revenue

 

 

 —

 

 

765 

Other current liabilities

 

 

408 

 

 

469 

Total current liabilities

 

 

10,305 

 

 

9,816 



 

 

 

 

 

 

Commitments and contingencies  (Note 9)

 

 

 

 

 

 



 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

Preferred stock, $.001 par value: authorized 10,000,000 shares:

 

 

 

 

 

 

Series B Convertible Preferred stock, (liquidation preference of $5,659) stated value $1,000 per share, $.001 par value:  10,000 shares designated and 5,659 issued and outstanding as of June 30, 2018 and December 31, 2017

 

 

 —

 

 

 —

Common stock, $.001 par value: authorized 200,000,000 shares, issued 45,273,339 shares, outstanding 45,111,273 shares as of June 30, 2018 and issued 35,182,589 shares, outstanding 35,020,523 shares as of December 31, 2017

 

 

45 

 

 

35 

Additional paid-in capital

 

 

254,425 

 

 

244,726 

Accumulated deficit

 

 

(233,916)

 

 

(226,770)

Treasury stock, 162,066 shares as of June 30, 2018 and December 31, 2017

 

 

(500)

 

 

(500)

Total shareholders’ equity

 

 

20,054 

 

 

17,491 

Total liabilities and shareholders’ equity

 

$

30,359 

 

$

27,307 



See notes to Condensed Consolidated Financial Statements.

4 


 

eMAGIN CORPORATION 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

(In thousands, except share and per share data) 

(unaudited) 





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

2018

 

2017

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

6,216 

 

$

4,655 

 

$

12,079 

 

$

9,036 

Contract

 

 

850 

 

 

605 

 

 

1,854 

 

 

2,293 

Total revenues, net

 

 

7,066 

 

 

5,260 

 

 

13,933 

 

 

11,329 



 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Product

 

 

3,971 

 

 

3,658 

 

 

8,330 

 

 

7,116 

Contract

 

 

299 

 

 

353 

 

 

827 

 

 

1,146 

Impairment of Consumer Night Vision inventory

 

 

2,690 

 

 

 —

 

 

2,690 

 

 

 —

Total cost of revenues

 

 

6,960 

 

 

4,011 

 

 

11,847 

 

 

8,262 



 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

106 

 

 

1,249 

 

 

2,086 

 

 

3,067 



 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

1,720 

 

 

1,177 

 

 

3,351 

 

 

2,511 

Selling, general and administrative

 

 

2,031 

 

 

2,153 

 

 

4,943 

 

 

4,616 

Total operating expenses

 

 

3,751 

 

 

3,330 

 

 

8,294 

 

 

7,127 



 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(3,645)

 

 

(2,081)

 

 

(6,208)

 

 

(4,060)



 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of common stock warrant liability

 

 

(1,427)

 

 

 —

 

 

(924)

 

 

 —

Interest expense, net

 

 

(30)

 

 

(188)

 

 

(72)

 

 

(223)

Other income, net

 

 

37 

 

 

(1)

 

 

58 

 

 

14 

Total other expense

 

 

(1,420)

 

 

(189)

 

 

(938)

 

 

(209)

Loss before provision for income taxes

 

 

(5,065)

 

 

(2,270)

 

 

(7,146)

 

 

(4,269)

(Provision) benefit for income taxes

 

 

 —

 

 

 —

 

 

 —

 

 

 —



 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(5,065)

 

$

(2,270)

 

$

(7,146)

 

$

(4,269)



 

 

 

 

 

 

 

 

 

 

 

 

Loss per share, basic

 

$

(0.11)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)

Loss per share, diluted

 

$

(0.11)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

45,111,273 

 

 

33,019,478 

 

 

43,691,117 

 

 

32,320,527 



 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

45,111,273 

 

 

33,019,478 

 

 

43,691,117 

 

 

32,320,527 

 

See notes to Condensed Consolidated Financial Statements.

5 


 

eMAGIN CORPORATION 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(In thousands) 







 

 

 

 

 

 



 

 

 

 

 

 



 

Six Months Ended



 

June 30,



 

2018

 

2017



 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(7,146)

 

$

(4,269)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

991 

 

 

1,205 

Change in fair value of common stock warrant liability

 

 

924 

 

 

 —

Impairment of Consumer Night Vision inventory

 

 

2,690 

 

 

 —

Impairment of Consumer Night Vision tooling

 

 

76 

 

 

 —

Stock-based compensation

 

 

335 

 

 

330 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

1,047 

 

 

(276)

Unbilled accounts receivable

 

 

(541)

 

 

628 

Inventories

 

 

(444)

 

 

(1,615)

Prepaid expenses and other current assets

 

 

209 

 

 

(262)

Deferred revenues

 

 

(765)

 

 

786 

Accounts payable, accrued expenses, and other current liabilities

 

 

138 

 

 

222 

Net cash used in operating activities

 

 

(2,486)

 

 

(3,251)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of equipment

 

 

(849)

 

 

(1,005)

Net cash used in investing activities

 

 

(849)

 

 

(1,005)

Cash flows from financing activities:

 

 

 

 

 

 

Expenses from warrant offering

 

 

 —

 

 

(12)

Repayments under revolving line of credit, net

 

 

(3,808)

 

 

(1,852)

Proceeds from public offering, net

 

 

12,171 

 

 

5,837 

Payments of debt issuance costs

 

 

 —

 

 

(158)

Proceeds from warrant exercise, net

 

 

46 

 

 

 —

Proceeds from exercise of stock options

 

 

63 

 

 

69 

Net cash provided by financing activities

 

 

8,472 

 

 

3,884 

Net increase (decrease) in cash and cash equivalents

 

 

5,137 

 

 

(372)

Cash and cash equivalents, beginning of period

 

 

3,526 

 

 

5,241 

Cash and cash equivalents, end of period

 

$

8,663 

 

$

4,869 



 

 

 

 

 

 

Cash paid for interest

 

$

30 

 

$

65 

Cash paid for income taxes

 

$

 —

 

$

 —

 

See notes to Condensed Consolidated Financial Statements.

6 


 

eMAGIN CORPORATION 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 

 (unaudited) 

 

Note 1:   Summary of Significant Accounting Policies 



The Business 



eMagin Corporation (the “Company”) designs, develops, manufactures, and markets OLED (organic light emitting diode)–on-silicon microdisplays and virtual imaging products which utilize OLED microdisplays. The Company’s products are sold mainly in North America, Asia, and Europe. 



Basis of Presentation 



In the opinion of management, the accompanying unaudited condensed consolidated financial statements of eMagin Corporation and its subsidiary reflect all adjustments, including normal recurring accruals, necessary for a fair presentation.  All significant intercompany balances and transactions have been eliminated in consolidation.  Certain information and footnote disclosure normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the Securities and Exchange Commission.  The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  The results of operations for the period ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year.  The consolidated condensed financial statements as of December 31, 2017 are derived from audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 



Use of estimates 



In accordance with accounting principles generally accepted in the United States of America, management utilizes certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments related to, among others, allowance for doubtful accounts, warranty reserves, inventory reserves, stock-based compensation expense, deferred tax asset valuation allowances, litigation and other loss contingencies. Management bases its estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. 



Reclassifications



Certain immaterial prior period amounts have been reclassified to conform to current period presentation with no impact on previously reported net income, assets or shareholders’ equity.



Intangible Assets – Patents



Acquired patents are recorded at purchase price as of the date acquired and amortized over the expected useful life which is generally the remaining life of the patent.   



The total intangible amortization expense was approximately $13 thousand and $27 thousand for the three and six month periods ended June 30, 2018 and 2017, respectively.  Estimated future amortization expense as of June 30, 2018 is as follows (in thousands):





 

 

 



 

 

 

Fiscal Years Ending December 31,

 

Total

Amortization



 

(unaudited)

2018 (six months remaining)

 

$

27 

2019

 

 

32 

2020

 

 

2021

 

 

2021

 

 

Later years

 

 

24 



 

$

108 



Product warranty



The Company generally offers a one-year product replacement warranty. The standard policy is to repair or replace the defective products. The Company accrues for estimated returns of defective products at the time revenue is recognized based on historical activity as well as for specific known product issues. The determination of these accruals requires the Company to make estimates of the frequency and extent of warranty activity and estimate future costs to replace the products under warranty. If the actual warranty activity and/or repair and replacement costs differ significantly from these estimates, adjustments to cost of revenue may be required in future periods.



The following table provides a summary of the activity related to the Company's warranty liability included in other current liabilities, (in thousands): 





 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

2018

 

2017



 

 

(unaudited)

 

 

(unaudited)

Beginning balance

 

$

362 

 

$

609 

 

$

468 

 

$

584 

Warranty accruals and adjustments

 

 

55 

 

 

19 

 

 

(17)

 

 

135 

Warranty claims

 

 

(35)

 

 

(39)

 

 

(69)

 

 

(130)

Ending balance

 

$

382 

 

$

589 

 

$

382 

 

$

589 



Net Loss per Common Share   



Basic loss per share is computed using the weighted average number of common shares outstanding during the period, and excludes any dilutive effects of common stock equivalent shares such as stock options, warrants, and convertible preferred stock. Diluted loss per share is computed using the weighted average number of common shares outstanding and potentially dilutive common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is anti-dilutive. 



The Company’s Series B Convertible Preferred stock (“Preferred Stock – Series B”) is considered a participating security as the preferred stock participates in dividends with the common stock, which requires the use of the two-class method when computing basic and diluted earnings per share.  The Preferred Stock – Series B is not required to absorb any net loss. Although the Company paid a one-time special dividend in 2012, the Company does not expect to pay dividends on its common or preferred stock in the near future.   



The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share and share data) for the three and six months ended June 30, 2018 and 2017:







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

2018

 

2017



 

(unaudited)

 

(unaudited)

Net loss

 

$

(5,065)

 

$

(2,270)

 

$

(7,146)

 

$

(4,269)

Income allocated to participating securities

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Loss allocated to common shares

 

$

(5,065)

 

$

(2,270)

 

$

(7,146)

 

$

(4,269)



 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding
  - Basic

 

 

45,111,273 

 

 

33,019,478 

 

 

43,691,117 

 

 

32,320,527 

Dilutive effect of stock options

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Weighted average common shares outstanding
  - Diluted

 

 

45,111,273 

 

 

33,019,478 

 

 

43,691,117 

 

 

32,320,527 



 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

(0.11)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)

   Diluted

 

$

(0.11)

 

$

(0.07)

 

$

(0.16)

 

$

(0.13)



The following table sets forth the potentially dilutive common stock equivalents for the three and six month periods ended June 30, 2018 and 2017 that were not included in diluted EPS as their effect would be anti-dilutive:







 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

2018

 

2017



 

(unaudited)

 

(unaudited)

Options

 

4,817,370 

 

4,864,898 

 

4,817,370 

 

4,864,898 

Warrants

 

9,055,773 

 

5,081,449 

 

9,055,773 

 

5,081,449 

Convertible preferred stock

 

7,545,333 

 

7,545,333 

 

7,545,333 

 

7,545,333 

Total potentially dilutive common stock equivalents

 

21,418,476 

 

17,491,680 

 

21,418,476 

 

17,491,680 



Fair Value of Financial Instruments



Cash, cash equivalents, accounts receivable, short-term investments and accounts payable are stated at cost, which approximates fair value due to the short-term nature of these instruments.  The revolving credit facility is also stated at cost, which approximates fair value because the interest rate is based on a market based rate plus a margin. 



We have categorized our assets and liabilities that are valued at fair value on a recurring basis into three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).

 

Assets and liabilities recorded in the balance sheets at fair value are categorized based on a hierarchy of inputs as follows:

 

Level 1 – Unadjusted quoted prices in active markets of identical assets or liabilities.

Level 2 – Quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability,   either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 – Unobservable inputs for the asset or liability.



The common stock warrant liability is currently the only financial asset or liability recorded at fair value on a recurring basis, and is considered a Level 3 liability. The fair value of the common stock warrant liability is included in current liabilities on the Condensed Consolidated Balance Sheets, as the warrants are currently exercisable.



The following table shows the reconciliation of the Level 3 warrant liability measured and recorded at fair value on a recurring basis, using significant unobservable inputs (in thousands):







 

 

 

 

 

 

 

Estimated Fair Value



 

 

(unaudited)

Balance as of January 1, 2018

 

 

$

784 

Fair value of warrants issued during period

 

 

 

2,906 

Change in fair value of warrant liability, net

 

 

 

924 

Balance as of June 30, 2018

 

 

$

4,614 



 

 

 

 

The fair value of the liability for common stock purchase warrants at issuance and at June 30, 2018 was estimated using the Black Scholes option pricing model based on the market value of the underlying common stock at the measurement date, the remaining contractual term of the warrants from 3.9 to 4.6 years, risk-free interest rates ranging from 2.67% to 2.71%,  no expected dividends and expected volatility of the price of the underlying common stock ranging from 47.1% to 48.8%.



Concentrations



The Company purchases principally all of its silicon wafers, which are a key ingredient in its OLED production process, from two suppliers located in Taiwan and Korea.



For the three and six months ended June 30, 2018, there were no single customers accounting for over 10% of net revenues. As of June 30, 2018,  one customer accounted for 11% of the Company’s consolidated accounts receivable balance and no other single customer accounted for over 10% of the consolidated accounts receivable.



Recently issued accounting pronouncements



In February 2016, the FASB issued guidance which changes the accounting for leases. The guidance requires lessees to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term and, a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis for all leases (with the exception of short-term leases).  Under the new guidance, leases previously defined as operating leases will be presented on the balance sheet. As a result, these leases will be recorded as an asset and a corresponding liability at the present value of the total lease payments. The asset will be decremented over the life of the lease on a pro-rata basis resulting in lease expense while the liability will be decremented using the interest method (i.e. principal and interest). Although the Company is still evaluating and quantifying the impact, the new guidance will affect the asset and liability balances of the Company’s financial statements and related disclosures at the time of adoption.  The new guidance is effective January 1, 2019.



Note 1A:    Impairment of Consumer Night Vision Assets



During the quarter ended June 30, 2018 the Company made a decision to exit the business associated with its two consumer night vision products, the BlazeSpark and the BlazeTorch, the (“Consumer Night Vision”) business.  The Company’s decision was based on lower than anticipated sales and an assessment performed during the quarter of the anticipated level of additional engineering, marketing and financial resources necessary to modify the products for an expanded market.  As a result, the Company concluded an impairment had occurred and wrote-down $2.7 million of related Consumer Night Vision inventory, which includes an accrual of $1.4 million of inventory purchased by a contract manufacturer in anticipation of future production, and $0.1 million of production tooling, which are reflected in cost of revenues in the accompanying Condensed Consolidated Statements of Operations. 

 

Note 2:  Revenue Recognition 



All of the Company’s revenues are earned from contracts with customers and are classified as either Product or Contract revenues.  Contracts include written agreements and purchase orders, as well as arrangements that are implied by customary practices or law.



Product revenue is generated primarily from contracts to produce, ship and deliver OLED microdisplays.  eMagin’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time when control transfers to our customer for product shipped. Our customary terms are FOB our factory and control is deemed to transfer upon shipment. The Company has elected to treat shipping and other transportation costs charged to customers as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer.   As customers are invoiced at the time control transfers and the right to consideration is unconditional at that time, the Company does not maintain contract asset balances for product revenue. Additionally, the Company does not maintain contract liability balances for product revenues, as performance obligations are satisfied prior to customer payment for product.   The Company offers a one-year product warranty, for replacement of product only, and does not allow returns.  The Company offers industry standard payment terms that typically require payment from our customers from 30 to 60 days after title transfers.



The Company also recognizes revenues under the over time method from certain research and development (“R&D”) activities (contract revenues) under both firm fixed-price contracts and cost-type contracts.  Progress and revenues from research and development activities relating to firm fixed-price contracts and cost-type contracts are generally recognized on an input method of accounting as costs are incurred. Under the input method, revenue is recognized based on efforts expended to date (e.g., the costs of resources consumed or labor hours worked, or machine hours used) relative to total efforts intended to be expended.  Contract costs include all direct material, labor and subcontractor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates.  These rates are subject to audit by the other party.  Any changes in estimate related to contract accounting are accounted for prospectively over the remaining life of the contract.   Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in deferred revenues as a liability on the Condensed Consolidated Balance Sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported as unbilled receivables. Unbilled revenues are expected to be billed and collected within one year.  The incidental costs related to obtaining product sales contracts are non-recoverable from customers; and accordingly, are expensed as incurred.



The Company adopted the provisions of ASC No. 606, Revenue from Contracts with Customers, and related amendments (“ASC 606”) on January 1, 2018 using the modified retrospective adoption method with the cumulative effect of initially applying the guidance recognized at the date of initial application.  During 2017, the Company analyzed its revenue recognition policies under ASC 606 and then current revenue recognition policies and determined that the performance obligations, transaction price, allocation of transaction price, recognition of contract costs and timing of revenue recognition would not be materially impacted by adopting ASC 606.  Accordingly, there was no modified retrospective adoption adjustment necessary as of January 1, 2018



Disaggregation of Revenue



The Company's sells its products directly to original equipment manufacturers and military contractors in a diverse range of industries encompassing the military, industrial, medical, and consumer market sectors.  R&D activities are performed for both military customers and U.S. Government defense related agencies. Product and Contract revenues are disclosed on the Condensed Consolidated Statements of Operations.  Additional disaggregated revenue information for the first quarters of fiscal 2018 and 2017 were as follows (in thousands) :





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Six Months Ended

 



 

June 30,

 

 

June 30,

 



 

2018

 

 

2017

 

 

2018

 

 

2017

 



 

(unaudited)

 

 

 

(unaudited)

North and South America

 

$

4,065 

 

 

$

2,919 

 

 

$

7,013 

 

 

$

7,287 

 

Europe, Middle East, and Africa

 

 

2,446 

 

 

 

1,730 

 

 

 

4,890 

 

 

 

2,744 

 

Asia Pacific

 

 

555 

 

 

 

611 

 

 

 

2,030 

 

 

 

1,298 

 

Total

 

$

7,066 

 

 

$

5,260 

 

 

$

13,933 

 

 

$

11,329 

 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Six Months Ended

 



 

June 30,

 

 

June 30,

 



 

2018

 

 

2017

 

 

2018

 

 

2017

 



 

(unaudited)

 

 

(unaudited)

 

Domestic

 

 

57 

%

 

 

55 

%

 

 

50 

%

 

 

64 

%

International

 

 

43 

%

 

 

45 

%

 

 

50 

%

 

 

36 

%







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

 

Six Months Ended

 



 

June 30,

 

 

June 30,

 



 

2018

 

 

2017

 

 

2018

 

 

2017

 



 

(unaudited)

 

 

(unaudited)

 

Commercial

 

 

16 

%

 

 

27 

%

 

 

21 

%

 

 

32 

%

Military

 

 

59 

%

 

 

54 

%

 

 

54 

%

 

 

52 

%

Commercial and Military

 

 

25 

%

 

 

19 

%

 

 

25 

%

 

 

16 

%



 

 

100 

%

 

 

100 

%

 

 

100 

%

 

 

100 

%



Accounts Receivable from Customers Accounts receivable, net of allowances, associated with revenue from customers were approximately $3.5 million and $4.5 million as of June 30, 2018 and December 31, 2017, respectively.



Contract Assets and Liabilities

Unbilled Accounts Receivables (Contract Assets) - Pursuant to the over time revenue recognition model, revenue may be recognized prior to the customer being invoiced. An unbilled accounts receivable is recorded to reflect revenue that is recognized when 1) the proportional performance method is applied and 2) such revenue exceeds the amount invoiced to the customer. Unbilled receivables are disclosed on the Condensed Consolidated Balance Sheet as of June 30, 2018.



Customer Advances and Deposits (Contract Liabilities)

The Company recognizes a contract liability when it has billed and received consideration from the customer pursuant to the terms of a contract but has not yet recognized the related revenue.  These billings in excess of revenue are classified as deferred revenue on the Condensed Consolidated Statements of Operations.



Total contract assets and liabilities consisted of the following amounts (in thousands):



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

December 31,

 

 



 

 

 

 

 

 

 

 

 

 

2018

 

 

 

2017

 

 



 

 

 

 

 

 

 

 

 

 

(unaudited) (unaud(unaudited)

 

 

 

 

 

 

Unbilled Receivables (contract assets)

 

 

 

 

 

 

 

 

 

$

947 

 

 

$

406 

 

 

Deferred Revenue (contract liabilities)

 

 

 

 

 

 

 

 

 

 

 -

 

 

 

(765)

 

 

Net contract asset (liability)

 

 

 

 

 

 

 

 

 

$

947 

 

 

 

(359)

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In the second quarter and first half of fiscal 2018, the Company recognized revenue of approximately $188 thousand and $765 thousand, respectively related to its contract liabilities that existed at December 31, 2017.



Remaining Performance Obligations. The Company has elected the practical expedient, which allows disclosure of remaining performance obligations only for contracts with an original duration of greater than one year. Such remaining performance obligations primarily relate to engineering and design services.  As of June 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was $1.7 million. The Company expects to recognize revenue on approximately 94% of the remaining performance obligations over the next 12 months, with the remainder being recognized within 15 months.

 

Note 3:  Accounts Receivable, net 



The majority of the Company’s commercial accounts receivable are due from Original Equipment Manufacturers (“OEM’s”). Credit is extended based on an evaluation of a customer’s financial condition and, generally, collateral is not required.  



Accounts receivable consisted of the following (in thousands):







 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2018

 

2017



 

(unaudited)

 

 

Accounts receivable

 

$

3,620 

 

$

4,643 

Less allowance for doubtful accounts

 

 

(139)

 

 

(115)

Accounts receivable, net

 

$

3,481 

 

$

4,528 

 

Note 4:  Inventories, net 



The components of inventories are as follows (in thousands):





 

 

 

 

 

 



 

 

 

 

 

 



 

June 30,

 

December 31,



 

2018

 

2017



 

(unaudited)

 

 

Raw materials 

 

$

2,734 

 

$

4,054 

Work in process

 

 

1,902 

 

 

1,352 

Finished goods 

 

 

4,760 

 

 

5,024 

Total inventories

 

 

9,396 

 

 

10,430 

Less inventory reserve

 

 

(1,582)

 

 

(1,790)

Total inventories, net

 

$

7,814 

 

$

8,640 

 

Note 5:  Line of Credit 



On December 21, 2016, the Company entered into a revolving credit facility with a lender that provides for up to a maximum amount of $5 million based on a borrowing base equivalent of 85% of eligible accounts receivable plus the lesser of $2 million or 50% of eligible inventory, (the “ABL facility”). The interest on the ABL facility is equal to the Prime Rate plus 3% but may not be less than 6.5% with a minimum monthly interest payment of $2 thousand. The Company is also obligated to pay the lender a monthly administrative fee of $1 thousand and an annual facility fee equal to 1% of the maximum amount borrowable under the facility. The ABL facility will automatically renew on December 31, 2019 for a one-year term unless written notice to terminate the agreement is provided by either party. In conjunction with entering into the financing, the Company incurred $228 thousand of debt issuance costs including lender and legal costs that will be amortized over the life of the ABL facility.  In accordance with recently issued accounting guidance, any revolving credit facility balances outstanding are presented net of these unamortized debt issuance costs on the accompanying Consolidated Balance Sheet.



The ABL facility is secured by a lien on all receivables, property and the proceeds thereof, credit insurance policies and other insurance relating to the collateral, books, records and other general intangibles, inventory and equipment, proceeds of the collateral and accounts, instruments, chattel paper, and documents.  Collections received on accounts receivable are directly used to pay down the outstanding borrowings on the credit facility.



The ABL facility contains customary representations and warranties, affirmative and negative covenants and events of default.  The Company is required to maintain a minimum tangible net worth of $13 million and a minimum working capital balance of $4 million at all times.  As of June 30, 2018, the Company had no borrowings outstanding, had unused borrowing availability of $3.7 million and was in compliance with all financial debt covenants.



For the three months and six months ended June 30, 2018, interest expense includes interest paid, capitalized or accrued of $30 thousand, and $72 thousand, respectively, on outstanding debt.  Interest expense for the three and six-month periods ended June 30, 2018 includes the amortization of debt issuance costs of $20 thousand and $41 thousand, respectively.

 

Note 6:  Stock-based Compensation 



The Company uses the fair value method of accounting for share-based compensation arrangements. The fair value of stock options is estimated at the date of grant using the Black-Scholes option valuation model.  Stock-based compensation expense is reduced for estimated forfeitures and is amortized over the vesting period using the straight-line method. 



The following table summarizes the allocation of non-cash stock-based compensation to our expense categories for the three month periods ended June 30, 2018 and 2017 (in thousands): 







 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

2018

 

2017



 

 

(unaudited)

 

 

(unaudited)

Cost of revenues

 

$

20 

 

$

 

$

34 

 

$

12 

Research and development

 

 

22 

 

 

24 

 

 

45 

 

 

49 

Selling, general and administrative

 

 

87 

 

 

89 

 

 

256 

 

 

269 

Total stock compensation expense

 

$

129 

 

$

116 

 

$

335 

 

$

330 



At June 30, 2018, total unrecognized compensation costs related to stock options was approximately $0.7 million, net of estimated forfeitures.  Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures and is expected to be recognized over a weighted average period of approximately 3 years.   



The following key assumptions were used in the Black-Scholes option pricing model to determine the fair value of stock options granted: 







 

 

 

 

 

 



 

 

 

 

 

 



Six Months Ended



June 30,



2018

 

2017



(unaudited)

Dividend yield

 

 %

 

 %

Risk free interest rates

 

2.16-2.59

 %

 

0.71-1.47

 %

Expected  volatility

 

46.4 to 50.0

 %

 

49.1 to 59.4

 %

Expected term (in years)

 

3.5 to 4.75

 

 

3.5 to 5.0 

 



The Company does not expect to pay dividends in the near future.  Therefore, the Company used an expected dividend yield of 0%.  The risk-free interest rate used in the Black-Scholes option pricing model is based on yield available at dates of option grant, on U.S. Treasury securities with an equivalent term.  Expected volatility is based on the weighted average historical volatility of the Company’s common stock for the equivalent term.  The expected term of the options represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience and vesting schedules of similar awards. 



A summary of the Company’s stock option activity for the six months ended June 30, 2018 is presented in the following table (unaudited):





 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Number of
Shares

 

Weighted
Average
Exercise
Price

 

Weighted
Average
Remaining
Contractual
Life (In Years)

 

Aggregate
Intrinsic
Value

Outstanding at December 31, 2017

 

 

4,768,838 

 

$

3.02 

 

 

 

 

 

 

Options granted

 

 

318,600 

 

 

1.62 

 

 

 

 

 

 

Options exercised

 

 

(49,937)

 

 

1.26 

 

 

 

 

 

 

Options forfeited

 

 

 —

 

 

 —

 

 

 

 

 

 

Options cancelled or expired

 

 

(220,131)

 

 

4.47 

 

 

 

 

 

 

Outstanding at June 30, 2018

 

 

4,817,370 

 

$

2.88 

 

 

4.06 

 

$

399,766 

Vested or expected to vest at June 30, 2018 (1)

 

 

4,804,494 

 

$

2.86 

 

 

4.06 

 

$

399,480 

Exercisable at June 30, 2018

 

 

4,173,641 

 

$

3.87 

 

 

3.87 

 

$

385,433 



(1)

The expected to vest options are the result of applying the pre-vesting forfeiture rate assumptions to total unvested options.



The aggregate intrinsic value in the table above represents the difference between the exercise price of the underlying options and the quoted price of the Company’s common stock.  For the three months and six month periods ended June 30, 2018, the aggregate intrinsic value of options exercised was zero and $15 thousand, respectively.   The Company issues new shares of common stock upon exercise of stock options.

 

Note 7:  Shareholders’ Equity 



Preferred Stock - Series B Convertible Preferred Stock



As of June 30, 2018 and December 31, 2017, there were 5,659 shares of Preferred Stock – Series B issued and outstanding



Common Stock 



During the six-month period ended June 30, 2018, options to purchase 49,937 shares were exercised for proceeds of $63 thousand; and warrants to purchase 30,000 shares were exercised for proceeds of $46 thousand. There were no options or warrants exercised during the three months ended June 30, 2018.



Underwritten Public Offering



On January 25, 2018 we entered into an underwriting agreement to issue and sell 9,807,105 shares of Company Common Stock, together with warrants to purchase 3,922,842 shares of Common Stock with an initial exercise price of $1.55 per share (at a public offering price of $1.35 per fixed combination consisting of one share of Common Stock and associated warrant to purchase four tenths of one share of Common Stock).  These share and warrant amounts include the exercise of an overallotment option by the underwriter to purchase 1,279,187 additional shares of Common Stock and additional warrants to purchase 511,674 shares of Common Stock.  The Common Stock and Warrants were registered on a Form S-1.  The offering closed on January 29, 2018 and the Company received net proceeds after underwriting discounts and expenses of $11.9 million. 



In a concurrent private placement, certain of our directors and officers purchased an aggregate of 203,708 shares of Common Stock, together with warrants to purchase up to 81,487 shares of Common Stock at the public offering price of $1.35 per fixed combination.  The sale of these shares of common stock and warrants was not registered under the Securities Act and is subject to a 180-day lock-up.  The private placement closed on February 15, 2018, and the Company received net proceeds of $0.3 million.

 

Note 8:  Income Taxes 



On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“TCJA”). This legislation makes broad and complex changes to the U.S. tax code, including, but not limited to, (i) reducing the U.S. federal statutory tax rate from 35% to 21%; (ii) eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; (iii) modifying the officer’s compensation limitation, and (iv) changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017.  Specifically, the TCJA limits the amount the Company is able to deduct for net operating loss carryforwards generated in taxable years beginning after December 31, 2017 to 80% of taxable income; however, these net operating loss carryforwards can be carried forward indefinitely. The Company recognizes the effects of changes in tax law, including the TCJA, in the period the law is enacted.  Accordingly, the effects of certain provisions of the TCJA have been recognized in the financial statements for the year ended December 31, 2017.  As a result of the change in law, the Company recorded a reduction to its deferred tax assets of $19.0 million and a corresponding reduction to its valuation allowance due to the reduction in the U.S. federal statutory rate from 35% to 21%.  In addition, the Company expects to file a claim for a federal tax refund of approximately $0.2 million for its AMT credit carryforward in tax years 2018 to 2021 pursuant to the applicable provisions of the TCJA. 



The Company’s effective tax rate is calculated quarterly based upon current assumptions relating to the full year’s estimated operating results and various tax-related items. The Company’s effective tax rate for the three month periods ended June 30, 2018 and 2017 was 0%.  The difference between the effective tax rate of 0% and the U.S. federal statutory rate of 21% for the three and six month periods ended June 30, 2018 and 2017 was primarily due to recognizing a full valuation allowance on deferred tax assets.



As of June 30, 2018, the Company determined that based on all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses in recent years, it was more likely than not that none of its deferred tax assets would be realized and therefore it continued to record a full valuation allowance. 



The Company’s net operating loss carryforward amounts expire through 2037 and are subject to certain limitations that may occur due to change in ownership provisions under Section 382 of the Internal Revenue Code and similar state provisions.



Due to the Company’s operating loss carryforwards, all tax years remain open to examination by the major taxing jurisdictions to which the Company is subject. In the event that the Company is assessed interest or penalties at some point in the future, it will be classified in the financial statements as tax expense.

 

Note 9:  Commitments and Contingencies 



Equipment Purchase Commitments 



The Company has committed to equipment purchases of approximately $1.8 million at June 30, 2018.



Litigation



From time to time, the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. The Company accrues for losses related to litigation when a potential loss is probable and the loss can be reasonably estimated. Significant judgment is required to determine the probability that a liability has been incurred and whether such liability is reasonably estimable. All estimates are based on the best information available at the time which can be highly subjective.

 

Note 10:  Common Stock Warrant Liability 



We account for common stock warrants pursuant to applicable accounting guidance contained in ASC 815 "Derivatives and Hedging - Contracts in Entity's Own Equity" and make a determination as to their treatment as either equity instruments or a warrant liability.



During January 2018, in conjunction with a registered equity offering and a concurrent private placement that closed in February 2018, the Company issued warrants to purchase an aggregate of 4,004,324 common shares at an exercise price of $1.55.  As of June 30, 2018 related warrants to purchase 3,974,324 shares of common stock remain outstanding.  The warrants have alternative settlement provisions that, at the option of the holder, provide for physical settlement or if, at the time of settlement there is no effective registration statement, a cashless exercise, as defined in the warrant agreement. 



Based on analysis of the underlying warrant agreement, and applicable accounting guidance, the Company concluded that these registered warrants require the issuance of registered securities upon exercise and do not sufficiently preclude an implied right to net cash settlement.  Accordingly, these warrants were classified on the Condensed Consolidated Balance Sheet as a current liability upon issuance and will be revalued at each subsequent balance sheet date.



The fair value of the liability for common stock purchase warrants is estimated using the Black Scholes option pricing model based on the market value of the underlying common stock at the measurement date, the contractual term of the warrant, risk-free interest rates, expected dividends and expected volatility of the price of the underlying common stock.



We determined that, based on the Black Sholes methodology, the liability for the January and February common stock warrants had a combined initial fair value of $2.9 million, and a fair value as of June 30, 2018 of $3.7 million.  In addition, warrants the company issued that were classified as liabilities had a fair value of $0.8 million at December 31, 2017 and $0.9 million as of June 30, 2018.  The combined changes in fair value as of June 30, 2018 was reflected as a loss from change in the fair market value of common stock warrant liability of $1.4 million and $0.9 million in the condensed consolidated statement of operations for the three and six month periods ended June 30, 2018, respectively.

7 


 

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

 

Business



We are a leader in the manufacture of microdisplays using organic light emitting diode (OLED) technology. We design, develop, manufacture and market OLED miniature displays, which we refer to as OLED-on-silicon microdisplays, virtual imaging products that utilize OLED microdisplays, and related products. We also perform research in the OLED field. Our virtual imaging products integrate OLED technology with silicon chips to produce high-resolution microdisplays which, when viewed through a magnifying headset, create virtual images that appear comparable in size to that of a computer monitor or a large‑screen television. Our products enable our OEM customers in the defense, industrial, enterprise and consumer markets to develop and market improved or new electronic products.  We believe that a key growth area for us is the consumer electronic OEM market. Our potential channels to this market include licensing our direct patterning (dPdTM) technology and partnering for the mass production of microdisplays. We believe that our dPd technology is a key differentiator across all markets that we serve.  For example, near term it enables higher performance in defense applications for aviation and ground programs.  As the market evolves, it enables next generation augmented reality/virtual reality (AR/VR) hardware for the consumer and enterprise segments because of the brightness and the pixel density afforded by the technology



We believe that our OLED microdisplays offer a number of significant advantages over comparable liquid crystal microdisplays, including higher contrast, greater power efficiency, less weight, more compact size, and negligible image smearing. Using our active matrix OLED technology, many computer and electronic system functions can be built directly into the OLED microdisplay silicon backplane, resulting in compact, high resolution and power efficient systems. Already proven in military and commercial systems, our product portfolio of OLED microdisplays deliver high‑resolution, flicker‑free virtual images that perform effectively even in extreme temperatures and high‑vibration conditions. We also believe that our dPd technology gives us a substantial advantage over other OLED microdisplays because it allows us to produce microdisplays with the high brightness required for VR and AR. Traditional OLED microdisplays utilize white emitting OLED with color filters that lessen the intensity of emitted light by as much as 85%, significantly reducing brightness. Microdisplays manufactured by direct patterning do not require color filters to achieve color variations and allow for the application of more efficient OLED structures which achieve high brightness.



We have developed our own intellectual property portfolio that includes 33 U.S. patents and 28 U.S. patent applications, over 20 years of manufacturing know-how and proprietary technologies to create high performance OLED microdisplays. We believe our technology, intellectual property portfolio and position in the marketplace give us a leadership position in OLED and OLED-on-silicon microdisplay technology. We believe that we are one of only a few companies to market and produce significant quantities of high resolution, small molecule OLED-on-silicon microdisplays.



We derive the majority of our revenue from sales of our OLED microdisplay products. We also earn revenue from commercial and consumer product and government development contracts that may complement and support our internal research and development programs. In addition, we generate sales from optics and microdisplays combined with optics.



We were formed through the merger of Fashion Dynamics Corporation, which was organized on January 23, 1996 under the laws of the State of Nevada, and FED Corporation, a developer and manufacturer of optical systems and microdisplays for use in the electronics industry. Simultaneous with this merger, we changed our name to eMagin Corporation. We are incorporated in the state of Delaware. 



Our common stock is traded on the NYSE: American Market under the symbol EMAN.

 

Overview  



We believe that we will maintain our leadership position in our base defense and industrial business by continuing to improve both product performance and manufacturing.  Our technology roadmap will enable us to maintain our competitive advantage as our focus on high brightness aligns well with the performance requirements of future military ground and aviation programs in the US and elsewhere. We also believe that a key growth opportunity for us is the consumer electronic OEM market. Our strategy for this segment is to secure channels to this market, including licensing of our direct patterning technology and partnering in the mass production of microdisplays. We believe that our dPd technology is a key differentiator for enabling next generation AR/VR hardware for the consumer and enterprise segments because of its brightness and pixel density.  Our goal remains to partner with industry leaders in consumer electronics who can help us capitalize on our technology to meet the needs of end users from cost and performance standpoints.



In addition to our consumer initiatives, we made progress towards our goals of securing new U.S. military programs while broadening our presence in foreign military, commercial and industrial markets. We continue to participate in government discussions on microdisplay development for future defense aviation/mounted/ground programs and to position our displays as a key component of the future Soldier System 2030 technology suite for enhanced soldier performance and accelerated decision making.  As the only US based manufacturer of OLED microdisplays, we are also working to secure government funding to ensure the advancement of our manufacturing capabilities to support defense programs that can benefit from incorporating our high brightness direct patterned OLED microdisplays.



Overall, interest in eMagin microdisplays continues to increase as evidenced during discussions and presentations with existing and potential customers at tradeshows. During 2018 we have or will be exhibiting at Shot Show, the largest event for the recreational hunting and shooting market, at Defense and Commercial Sensing Exposition (SPIE), Army Aviation Association of America (Quad A), Special Operations Force Industry Conference (SOFIC), Association of the United States Army (AUSA), Eurosatory-France, Land, Naval & Internal Homeland Security Systems Exhibition, and the Society for Information Display (SID).



In conjunction with our marketing activities, we are embarking upon an expansion into new, high potential markets.  We are seeing an increase in interest and requests for quotation from a variety of international companies that are familiar with the superior performance of our microdisplays.  We are focusing on the rapidly growing Indian defense/commercial market and, following our exposure at the DefExpo18 India show in the second quarter, began shipping samples for evaluation and testing and received a production quantity order in July 2018.



Regarding our technology development efforts, we continued to advance and enhance our dPd display technology.  During 2017 and the first two quarters of 2018 we continued to improve the performance and appeal of our dpd displays by lowering power consumption by 20 percent and demonstrating a maximum brightness of more than 5,300 nits on a new advanced backplane 2K x 2K microdisplay. We believe that this high brightness OLED-on-silicon technology is gaining greater attention in the AR/VR industry, which requires high brightness, and has contributed to our signing agreements with multiple Tier One consumer product and electronics companies.



Operationally, we furthered our progress on our multi-year yield improvement initiative as we increased production resources, made key managerial and process engineering hires, and installed new, advanced production equipment.  We believe this initiative will enable us to increase production capacity, lower unit costs and achieve greater operating efficiencies, positioning us to meet growing customer demand and achieve higher gross profits.  As part of our yield improvement initiative, we also made capital equipment acquisitions over the past several quarters which we are currently implementing and qualifying.  We expect that these additions will reduce our dependency on critical equipment at key stages of the production process and provide greater operating flexibility which we believe will permit us to address the increasingly demanding needs of our customers without compromising throughput volumes or unit profitability.  



Our efforts led to higher yields during the second quarter, which contributed to a higher gross margin on our product display revenues.  Investments in engineering resources, equipment, and manufacturing process improvements made both internally and through government funding received during the quarter also contributed to sustained yield increases. Our four highest volume product types exceeded yield targets in the quarter and we believe are well positioned to achieve if not surpass yield targets in the third quarter.  These improvements to our production yields and our manufacturing processes contributed to higher production volume capacity during the quarter which we expect will enable us to accommodate the anticipated higher demand in subsequent quarters.



These processes and investments in production equipment are also improving delivery times and product quality. On-time-delivery has exceeded our internal targets for the first time in several quarters. The results of quality and service audits conducted by multiple major customers have validated these improvements.



During the quarter ended June 30, 2018 the Company made a decision to exit the business associated with its two consumer night vision products, the BlazeSpark and the BlazeTorch, the (“Consumer Night Vision”) business.  The Company’s decision was based on lower than anticipated sales and an assessment performed during the quarter of the anticipated level of additional engineering, marketing and financial resources necessary to modify the products for an expanded market.  As a result, the Company concluded an impairment had occurred and wrote-down $2.7 million of related Consumer Night Vision inventory, which includes an accrual of $1.4 million of inventory purchased by a contract manufacturer in anticipation of future production, and $0.1 million of production tooling, which are reflected in cost of revenues in the accompanying Condensed Consolidated Statements of Operations. 



New Business



As our consumer initiatives progress, we are seeing growing demand for our products across the board, particularly under our U.S. military and aviation programs and with new and existing international customers. During the quarter, we sold to 75 customers; including 3 new customers, and supplied product for the commencement of 53 new programs.  The increased demand is leading to more orders and the requested acceleration of existing orders.  As of December 31, 2017, we had a backlog of approximately $9.8 million in products ordered for delivery through December 31, 2018. As of June 30, 2018 our backlog of products ordered for delivery through June 30, 2019, was $10.3 million reflecting continued strength in bookings during the quarter.   Overall, our backlog may vary from quarter to quarter depending upon the timing of when orders are received and shipment dates scheduled, although we are generally seeing continuing growth in our backlog over the past year.  Backlog consists of nonbinding purchase orders and purchase agreements for product scheduled to be shipped over the subsequent twelve months.



Among our military and commercial successes during the quarter were the following noteworthy accomplishments:



·

We are progressing with the OLED upgrade to a production helmet for a multi-service, multi-country, fixed wing aircraft program.  Our OLED displays will be replacing the LCD displays currently employed in these helmets.  Displays required for Initial Operational Capability will begin shipping in the fourth quarter. All phases of this program are on schedule and continue to progress toward Limited Rate Initial Production in 2019.



·

We received an order totaling $398 thousand in support of the Javelin Missile program Command Launch Unit (CLU). A follow-on order worth over $795 thousand is anticipated in the fourth quarter.



·

We supported several prime contractors with display deliveries for pre-production units for the US Army Enhanced Night Vision Goggle – Binocular (ENVG-B) program.  This program is expected to shift to production in 2019 with an overall acquisition objective by the US Army of 190,000 systems.



·

We continued to support a major US Army helicopter helmet upgrade program to retrofit high brightness microdisplays into the current fielded helmet. We delivered final displays for test helmets with ground and flight tests scheduled for the third quarter.



·

We received a $245 thousand contract from the US Army for an OLED display production and yield improvement project. Three additional projects totaling $585 thousand were awarded in July 2018 with total awards for 2018 of $830 thousand.

 

In addition, our development work under the Office of the Secretary of Defense-sponsored Mantech program was substantially completed during the second quarter as we met all milestones for the Office of Secretary of Defense‑sponsored program.  We believe these efforts will accelerate prototype development in subsequent quarters and enhance the warfighting effectiveness of ground, dismounted and aviation systems.



New Technology Development



We are continuing to advance our industry-leading high brightness full-color microdisplays incorporating our proprietary dPd technology. Recent improvements in the equipment and further optimization of the manufacturing processes have led to brightness levels that surpass the 5,000 nits threshold requirements for AR/VR applications for Tier One companies. We are currently targeting a brightness of 15,000 nits in full color, and recently measured brightness of 7,500 nits.  These brightness levels also put us on track to satisfy the requirements of several pending military programs.  Recently we developed proprietary architectural improvements and superior performing OLED materials that have demonstrated an improvement in our displays of more than 50% in efficiency and lifetime.  We are also in the process of designing further enhancements to our dPd production equipment that will improve our production yields and expand the lifetime of our dPd displays.



We believe our 2K x 2K displays demonstrate the highest brightness and resolution in the global market today.  We have designed these displays to incorporate the attributes that we believe consumer electronics companies seek for their next generation products such as variable persistence and global addressing.  We view the continued development and demonstration of the advantages of our dPd technology as integral to driving our growth in the consumer AR/VR markets with consumer electronics companies and to accelerating our discussions with mass production partners.



New Product Development



We are developing both small pixel and large area microdisplay architectures for wearable consumer applications. These efforts are being driven by consumer electronics companies and are aimed at leveraging our dPd technology for cost effective, large volume production systems.



During the second quarter of 2018, we completed the critical design review for a next generation AR/VR microdisplay. The completion of the first prototype, which will use our dPd technology, is on schedule for completion in early 2019.



In addition, a compact interface for our 2K x 2K display, which is capable of driving 120 Hz frame rates, was completed and initial quantities delivered during the second quarter. The compact size and long interface cable makes this system ideally suited for head wearable applications for military and consumer applications and is compliant with the DisplayPort standard commonly found on modern laptop and desktop computers.



Employees



At June 30, 2018, we had 105 employees, of whom 102 were full-time employees, as compared to 100 employees, of whom 97 were full-time employees, at December 31, 2017.   



A detailed discussion of our business and operations may be found in Part I, “Business,” of our 2017 Annual Report on Form 10-K for the year ended December 31, 2017, and as filed with the Securities and Exchange Commission on March 29, 2018. 



CRITICAL ACCOUNTING POLICIES 

 

Revenue and Cost Recognition 

  

All of the Company’s revenues are earned from contracts with customers and are classified as either Product or Contract revenues.  Contracts include written agreements and purchase orders, as well as arrangements that are implied by customary practices or law.



Product revenue is generated primarily from contracts to produce ship and deliver OLED microdisplays.  eMagin’s performance obligations are satisfied, control of our products is transferred, and revenue is recognized at a single point in time when control transfers to our customer for product shipped. Our customary terms are FOB our factory and control is deemed to transfer upon shipment. Shipping and other transportation costs charged to customers are treated as fulfillment activities and are recorded in both revenue and cost of sales at the time control is transferred to the customer.   As customers are invoiced at the time control transfers and the right to consideration is unconditional at that time, the Company does not maintain contract asset balances for product revenue. Additionally, the Company does not maintain contract liability balances for product revenues, as performance obligations are satisfied prior to customer payment for product.   The Company offers a one-year product warranty, for replacement of product only, and does not allow returns.  The Company offers industry standard payment terms that typically require payment from our customers from 30 to 60 days after title transfers.



The Company also recognizes revenues under the over time method from certain research and development (“R&D”) activities (contract revenues) under both firm fixed-price contracts and cost-type contracts.  Progress and revenues from research and development activities relating to firm fixed-price contracts and cost-type contracts are generally recognized on an input method of accounting as costs are incurred. Under the input method, revenue is recognized based on efforts expended to date (e.g., the costs of resources consumed or labor hours worked, or machine hours used) relative to total efforts intended to be expended.  Contract costs include all direct material, labor and subcontractor costs and an allocation of allowable indirect costs as defined by each contract, as periodically adjusted to reflect revised agreed upon rates.  These rates are subject to audit by the other party.  Any changes in estimate related to contract accounting are accounted for prospectively over the remaining life of the contract.   Under the over time method, billings may not correlate directly to the revenue recognized. Based upon the terms of the specific contract, billings may be in excess of the revenue recognized, in which case the amounts are included in deferred revenues as a liability on the Condensed Consolidated Balance Sheets. Likewise, revenue recognized may exceed customer billings in which case the amounts are reported as unbilled receivables. Unbilled revenues are expected to be billed and collected within one year.  The incidental costs related to obtaining product sales contracts are non-recoverable from customers; and accordingly, are expensed as incurred. 



Income Taxes 

 

We evaluate our deferred tax assets and their potential realizability each quarter to determine if we should make any changes to the valuation allowance.  As of June 30, 2018, we determined that based on all available evidence, both positive and negative, including the Company’s latest forecasts and cumulative losses in recent years, it was more likely than not that none of our deferred tax assets would be realized and therefore, we continued to record a full valuation allowance. 



Other critical accounting policies, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, relate to product warranty, use of estimates, fair value of financial instruments and stock-based compensation, and additional information on accounting for income taxes. 



RESULTS OF OPERATIONS 

 

THREE AND SIX MONTHS ENDED JUNE 30, 2018 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 2017



Revenues 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

June 30,

 

June 30,



 

2018

 

2017

 

Change

 

2018

 

2017

 

Change



 

(in thousands)

 

(in thousands)

Product

 

$

6,216 

 

$

4,655 

 

$

1,561 

 

$

12,079 

 

$

9,036 

 

$

3,043 

Contract

 

 

850 

 

$

605 

 

 

245 

 

 

1,854 

 

 

2,293 

 

 

(439)

Total revenue, net

 

$

7,066 

 

$

5,260 

 

$

1,806 

 

$

13,933 

 

$

11,329 

 

$

2,604 



Revenues for the three and six months ended June 30, 2018 were $7.1 million and $13.9 million, respectively, as compared to $5.3 million and $11.3 million, respectively, for the three and six months ended June 30, 2017.     

 

Product revenue is comprised primarily of sales of displays as well as sales of other hardware.   For the three and six months ended June 30, 2018, product revenue increased by $1.6 million and $3.0 million, respectively, as compared to the three and six months ended June 30, 2017.  The increase in display revenues in the second quarter of 2018 and the year to date period was primarily due to growth from U.S. and foreign military programs and a larger proportion of sales of displays with higher average unit prices.  The 2017 product revenue for the three and six months’ periods was favorably impacted by the sale of $0.3 million of newly developed displays supported by R&D efforts.



Contract revenue i