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Note 18 - Subsequent Event
6 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Subsequent Events [Text Block]
NOTE
18—SUBSEQUENT
EVENT
 
As noted herein, on
January 16, 2018,
the Company entered into the Original Agreements with the Purchaser having an aggregate transaction price of
$6,000.
In connection therewith, the Purchaser paid the Company
$1,750
in the
first
quarter of
2018,
following the Company’s satisfaction of the
first
performance milestone relating to the delivery of certain licensed technology to the Purchaser. The Company and the Purchaser (the “Parties”) then progressed to the satisfaction of another key milestone, qualification of the Company’s Encapsulants within Purchaser’s solar modules, before proceeding to the purchase of the Equipment.
 
In the
fourth
quarter of
2018,
the Purchaser entered into negotiations with the Company aimed at converting the Original Agreements into a more customary supply arrangement, such that the Company, rather than the Purchaser, would purchase the required Equipment and produce Encapsulants for purchase by the Purchaser. During this time, the Parties substantially suspended their obligations under the Original Agreements while negotiations over terms of a new supply agreement took place.
 
On
July 29, 2019,
the Parties entered into new agreements (the “New Agreements”) which included: (i) the agreement by Purchaser of
$2,000
due to the Company for work performed under the Original Agreements prior to their suspension, which was received in
July 2019, (
ii) the termination of the Equipment Purchase Agreement to effectively cancel any obligation of the Company to acquire Encapsulant manufacturing equipment for resale to the Purchaser, (iii) the modification of the Technology License Agreement to preserve certain rights for the Purchaser to use the proprietary Encapsulant developed for Purchaser, and (iv) the execution of a Supply Agreement (the “Supply Agreement”) for the Company’s Encapsulant.
 
The Supply Agreement includes a take-or-pay provision under which (i) the Purchaser must purchase a minimum quarterly volume or if
not
so purchased must compensate the Company for a percentage of the value of the volume shortfall, and (ii) the Company must provide a minimum supply quantity or if
not
so provided must compensate the Purchaser for added costs if required to obtain alternate sourcing. The Supply Agreement provides for a fixed price for Encapsulants supplied during
2020,
subject to certain performance criteria, then allows price to be adjusted quarterly based on increases or decreases in the cost of raw materials. The term of the Supply Agreement is for a period of
three
years from commercial commencement of the new production capacity, to be set up at the Company’s expense. The term of the Supply Agreement renews annually for additional
one
-year periods unless cancelled by either Party. Commencement of the Supply Agreement is dependent upon completion of the qualification testing of the Encapsulant, the Company’s purchase and installation of equipment to produce the Encapsulant, and an initial-ramp up period. Assuming the satisfaction of these conditions, the Company anticipates commencing sales under the Supply Agreement within
one
year. The Company expects that the initial cost of the Equipment and its installation will be approximately
$3,000.
Based upon current pricing, which is subject to adjustment, the Company anticipates that the minimum revenue it will receive under the Supply Agreement, if the Purchaser purchases its minimum requirements under this contract, will be approximately
$5,000
per quarter. The Company cannot assure that it will be able to successfully qualify its Encapsulant or timely complete the purchase and installation of the Equipment within budget, if at all. Even if successful in doing so, the Company cannot assure that it will be able to successfully manufacture the Encapsulant for the Purchaser. The Company’s failure to so succeed could have a material adverse effect its business and prospects.