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 March 31, 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 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 April 30, 2018, the registrant had outstanding 47,086,098 shares of common stock.

 

 


 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

Item 1. Financial Statements (unaudited)

 

 

Consolidated Balance Sheets – March 31, 2018 and December 31, 2017

 

1

Consolidated Statements of Income – Three months ended March 31, 2018 and 2017

 

2

Consolidated Statements of Comprehensive Income – Three months ended March 31, 2018 and 2017

 

3

Consolidated Statement of Shareholders’ Equity – Three months ended March 31, 2018

 

4

Consolidated Statements of Cash Flows – Three months ended March 31, 2018 and 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

 

29

Item 4. Controls and Procedures

 

30

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item 1. Legal Proceedings

 

30

Item 1A. Risk Factors

 

31

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

 

32

Item 3. Defaults Upon Senior Securities

 

32

Item 4. Mine Safety Disclosures

 

32

Item 5. Other Information

 

32

Item 6. Exhibits

 

33

 

 

 


 

 

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)

 

 

 

March 31, 2018

 

 

December 31, 2017

 

ASSETS

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

177,154

 

 

$

132,840

 

Short-term investments

 

 

280,103

 

 

 

287,446

 

Accounts receivable

 

 

22,768

 

 

 

52,355

 

Inventory

 

 

53,638

 

 

 

36,265

 

Other current assets

 

 

14,301

 

 

 

10,276

 

Total current assets

 

 

547,964

 

 

 

519,182

 

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $38,525

   and $36,368

 

 

58,428

 

 

 

56,450

 

ACQUIRED TECHNOLOGY, net of accumulated amortization of $96,461 and $91,312

 

 

126,380

 

 

 

131,529

 

OTHER INTANGIBLE ASSETS, net of accumulated amortization of $2,342 and $2,000

 

 

14,498

 

 

 

14,840

 

GOODWILL

 

 

15,535

 

 

 

15,535

 

INVESTMENTS

 

 

 

 

 

14,794

 

DEFERRED INCOME TAXES

 

 

29,944

 

 

 

27,022

 

OTHER ASSETS

 

 

2,391

 

 

 

604

 

TOTAL ASSETS

 

$

795,140

 

 

$

779,956

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable

 

$

10,434

 

 

$

13,774

 

Accrued expenses

 

 

29,033

 

 

 

35,019

 

Deferred revenue

 

 

59,736

 

 

 

14,981

 

Other current liabilities

 

 

25

 

 

 

50

 

Total current liabilities

 

 

99,228

 

 

 

63,824

 

DEFERRED REVENUE

 

 

19,500

 

 

 

23,902

 

RETIREMENT PLAN BENEFIT LIABILITY

 

 

33,763

 

 

 

33,176

 

Total liabilities

 

 

152,491

 

 

 

120,902

 

COMMITMENTS AND CONTINGENCIES (Note 13)

 

 

 

 

 

 

 

 

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, 48,574,065

   and 48,476,034 shares issued, and 47,212,428 and 47,118,171 shares outstanding, at

   March 31, 2018 and December 31, 2017, respectively

 

 

486

 

 

 

485

 

Additional paid-in capital

 

 

609,404

 

 

 

611,063

 

Retained earnings

 

 

84,360

 

 

 

99,126

 

Accumulated other comprehensive loss

 

 

(10,968

)

 

 

(11,464

)

Treasury stock, at cost (1,361,637 and 1,357,863 shares at March 31, 2018

   and December 31, 2017, respectively)

 

 

(40,635

)

 

 

(40,158

)

Total shareholders’ equity

 

 

642,649

 

 

 

659,054

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

795,140

 

 

$

779,956

 

 

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 March 31,

 

 

 

2018

 

 

2017

 

REVENUE

 

$

43,572

 

 

$

55,566

 

COST OF SALES

 

 

7,458

 

 

 

12,987

 

Gross margin

 

 

36,114

 

 

 

42,579

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Research and development

 

 

12,357

 

 

 

11,818

 

Selling, general and administrative

 

 

10,791

 

 

 

10,077

 

Amortization of acquired technology and other intangible assets

 

 

5,491

 

 

 

5,492

 

Patent costs

 

 

1,725

 

 

 

1,547

 

Royalty and license expense

 

 

1,231

 

 

 

1,587

 

Total operating expenses

 

 

31,595

 

 

 

30,521

 

OPERATING INCOME

 

 

4,519

 

 

 

12,058

 

Interest income, net

 

 

1,271

 

 

 

671

 

Other expense, net

 

 

(47

)

 

 

(19

)

Interest and other expense, net

 

 

1,224

 

 

 

652

 

INCOME BEFORE INCOME TAXES

 

 

5,743

 

 

 

12,710

 

INCOME TAX BENEFIT (EXPENSE)

 

 

216

 

 

 

(2,345

)

NET INCOME

 

$

5,959

 

 

$

10,365

 

NET INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

BASIC

 

$

0.13

 

 

$

0.22

 

DILUTED

 

$

0.13

 

 

$

0.22

 

WEIGHTED AVERAGE SHARES USED IN COMPUTING NET

   INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

BASIC

 

 

46,783,158

 

 

 

46,661,559

 

DILUTED

 

 

46,848,798

 

 

 

46,742,894

 

CASH DIVIDENDS DECLARED PER COMMON SHARE

 

$

0.06

 

 

$

0.03

 

 

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 March 31,

 

 

 

2018

 

 

2017

 

NET INCOME

 

$

5,959

 

 

$

10,365

 

OTHER COMPREHENSIVE INCOME, NET OF TAX:

 

 

 

 

 

 

 

 

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

   of tax of $15 and $8, respectively

 

 

54

 

 

 

(15

)

Employee benefit plan:

 

 

 

 

 

 

 

 

Amortization of prior service cost and actuarial loss for

   retirement plan included in net periodic pension costs,

   net of tax of $117 and $163, respectively

 

 

422

 

 

 

299

 

Net change for employee benefit plan

 

 

422

 

 

 

299

 

Change in cumulative foreign currency translation

   adjustment

 

 

20

 

 

 

30

 

TOTAL OTHER COMPREHENSIVE INCOME

 

 

496

 

 

 

314

 

COMPREHENSIVE INCOME

 

$

6,455

 

 

$

10,679

 

 

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, 2017

 

 

200,000

 

 

$

2

 

 

 

48,476,034

 

 

$

485

 

 

$

611,063

 

 

$

99,126

 

 

$

(11,464

)

 

 

1,357,863

 

 

$

(40,158

)

 

$

659,054

 

ASC Topic 606 Adoption

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,894

)

 

 

 

 

 

 

 

 

 

 

 

(17,894

)

ADJUSTED BALANCE,

JANUARY 1, 2018

 

 

200,000

 

 

 

2

 

 

 

48,476,034

 

 

 

485

 

 

 

611,063

 

 

 

81,232

 

 

 

(11,464

)

 

 

1,357,863

 

 

 

(40,158

)

 

 

641,160

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,959

 

 

 

 

 

 

 

 

 

 

 

 

5,959

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

496

 

 

 

 

 

 

 

 

 

496

 

Cash dividend

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,831

)

 

 

 

 

 

 

 

 

 

 

 

(2,831

)

Issuance of common stock

to employees

 

 

 

 

 

 

 

 

130,911

 

 

 

1

 

 

 

2,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,724

 

Shares withheld for employee taxes

 

 

 

 

 

 

 

 

(48,707

)

 

 

 

 

 

(5,832

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,832

)

Common shares repurchased

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,774

 

 

 

(477

)

 

 

(477

)

Issuance of common stock to Board of Directors

and Scientific Advisory Board

 

 

 

 

 

 

 

 

13,482

 

 

 

 

 

 

1,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,197

 

Issuance of common stock to employees under an ESPP

 

 

 

 

 

 

 

 

2,345

 

 

 

 

 

 

253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

253

 

BALANCE, MARCH 31, 2018

 

 

200,000

 

 

$

2

 

 

 

48,574,065

 

 

$

486

 

 

$

609,404

 

 

$

84,360

 

 

$

(10,968

)

 

 

1,361,637

 

 

$

(40,635

)

 

$

642,649

 

 

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)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

5,959

 

 

$

10,365

 

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

 

 

 

 

 

 

 

 

Amortization of deferred revenue

 

 

(12,589

)

 

 

(2,690

)

Depreciation

 

 

2,172

 

 

 

1,210

 

Amortization of intangibles

 

 

5,491

 

 

 

5,492

 

Amortization of premium and discount on investments, net

 

 

(966

)

 

 

(562

)

Stock-based compensation to employees

 

 

2,776

 

 

 

3,141

 

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

 

 

897

 

 

 

709

 

Earnout liability recorded for Adesis acquisition

 

 

 

 

 

294

 

Deferred income tax expense

 

 

72

 

 

 

1,049

 

Retirement plan expense

 

 

1,126

 

 

 

1,005

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

29,587

 

 

 

(11,327

)

Inventory

 

 

(17,373

)

 

 

646

 

Other current assets

 

 

(4,025

)

 

 

616

 

Other assets

 

 

(177

)

 

 

92

 

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

(4,441

)

 

 

(8,283

)

Other current liabilities

 

 

(25

)

 

 

(219

)

Deferred revenue

 

 

30,331

 

 

 

106

 

Net cash provided by operating activities

 

 

38,815

 

 

 

1,644

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,733

)

 

 

(631

)

Purchases of investments

 

 

(123,375

)

 

 

(170,136

)

Proceeds from sale of investments

 

 

146,546

 

 

 

130,647

 

Net cash provided by (used in) investing activities

 

 

14,438

 

 

 

(40,120

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

201

 

 

 

159

 

Repurchase of common stock

 

 

(477

)

 

 

 

Proceeds from the exercise of common stock options

 

 

 

 

 

24

 

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

 

 

(5,832

)

 

 

(3,541

)

Cash dividends paid

 

 

(2,831

)

 

 

(1,414

)

Net cash used in financing activities

 

 

(8,939

)

 

 

(4,772

)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

44,314

 

 

 

(43,248

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

132,840

 

 

 

139,365

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

177,154

 

 

$

96,117

 

The following non-cash activities occurred:

 

 

 

 

 

 

 

 

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

 

$

69

 

 

$

(23

)

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

 

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

   and equipment

 

 

4,583

 

 

 

1,928

 

 

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 4,500 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 March 31, 2018 and results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. 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, 2017. 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.

6


 

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 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 including estimates of material unit sales and royalties, 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 net realizable value. 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 net realizable value. Estimates of net 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 rights and benefits to the Company’s OLED technology are conveyed to the customer through technology license agreements and material supply agreements. These agreements are combined and the licenses and materials sold under these combined agreements are not distinct from each other for financial reporting purposes and as such, are accounted for as a single performance obligation. Accordingly, total contract consideration is estimated and recognized over the contract term based on material units sold during the period at their estimated per unit fee. Total contract consideration includes fixed amounts designated in contracts with customers as license fees as well as estimates of material fees and royalties to be earned.

7


 

Various estimates are relied upon to recognize revenue . The Company estimates total material units to be purchased by its customers over the contract term based on historical trends, industry estimates and its forecast process and related amounts to be charged. Additionally, management estimates the total sal es-based royalties based on the estimated net sales revenue of its customers over the contract term.

Contract research services revenue is revenue earned by Adesis through performing organic and organometallic synthetics research, development and commercialization on a contractual basis. These services range from intermediates for structure-activity relationship 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 is with Samsung Display Co., Ltd. (SDC). This agreement, which covers the manufacture and sale of specified OLED display materials, was effective as of January 1, 2018 and lasts through the end of 2022 with an additional two-year extension option. Under this agreement, the Company is being paid a license fee, payable in quarterly installments over the agreement term of five years. 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.

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 amount of phosphorescent emitter materials for use in the manufacture of licensed products. This minimum 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.

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 existing 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 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 life 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 emitters and host materials.

In 2017, the Company entered into long-term, multi-year agreements with BOE Technology Group Co., Ltd. (BOE). Under these agreements, the Company has granted BOE non-exclusive license rights under various patents owned or controlled by the Company to manufacture and sell OLED display products. The Company has also agreed to supply phosphorescent OLED materials to BOE.

In 2016, the Company entered into OLED patent license and material purchase agreements having five year durations with Tianma Micro-electronics Co., Ltd. (Tianma). 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 Company expects to supply 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 $6,000 and $56,000 for the three months ended March 31, 2018 and 2017, respectively.

8


 

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 6 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.

9


 

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 st raight-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 Accounting Standards Codification (“ASC”) Topic 606, 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. The Company adopted the standard beginning January 1, 2018 using the “modified retrospective” approach, meaning the standard was applied only to the most current period presented in the financial statements, with a cumulative adjustment to retained earnings.

The new standard impacts how the Company recognizes revenue on its commercial license and material supply agreements with customers. In addition, the Company previously recognized royalty revenue one quarter in arrears based on sales information received from its customers typically received after disclosing that quarter’s results. Under ASC Topic 606, royalties to be earned over the contract term are estimated as part of total contract consideration and recognized as noted below. The estimates are updated on a quarterly basis.

The rights and benefits to the Company’s OLED technology are conveyed to the customer through technology license agreements and material supply agreements. These agreements are combined and the licenses and materials sold under these combined agreements are not distinct from each other for financial reporting purposes and as such, are accounted for as a single performance obligation. Accordingly, total contract consideration is estimated and recognized over the contract term based on material units sold at its estimated per unit fee.

Adoption of the new standard resulted in an increase in deferred revenue of $21.3 million offset by a reduction of retained earnings of $17.9 million, net of tax of $3.1 million, and unbilled receivables of $0.3 million as of January 1, 2018. The impact of the new standard to revenue for the three months ended March 31, 2018 was a decrease to revenues of $24.7 million from the amount that would have been recorded under the prior accounting standard. See Note 16 for further discussion.

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 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. Adoption of ASU 2016-15 did not have any impact on the Company’s 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. Adoption of ASU 2016-16, beginning January 1, 2018, did not have any impact on the Company’s consolidated financial statements and related disclosures.

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

10


 

goodwill impairment test. The new standard requires goodwill impairment to be based upon the results of st ep 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 adoption of ASU 2017-04 may have on its consolidated fin ancial 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 the adoption of ASU 2017-09, beginning January 1, 2018, did not have any impact on the consolidated financial statements and related disclosures.

 

3.

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 March 31, 2018 and December 31, 2017 consisted of the following (in thousands):

 

 

 

Amortized

 

 

Unrealized

 

 

Aggregate   Fair

 

Investment Classification

 

Cost

 

 

Gains

 

 

(Losses)

 

 

Market Value

 

March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

1,499

 

 

$

2

 

 

$

(1

)

 

$

1,500

 

Corporate bonds

 

 

189,124

 

 

 

5

 

 

 

(139

)

 

 

188,990

 

U.S. Government securities

 

 

131,644

 

 

 

 

 

 

(187

)

 

 

131,457

 

 

 

$

322,267

 

 

$

7

 

 

$

(327

)

 

$

321,947

 

December 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

1,296

 

 

$

1

 

 

$

(1

)

 

$

1,296

 

Corporate bonds

 

 

104,626

 

 

 

 

 

 

(252

)

 

 

104,374

 

U.S. Government securities

 

 

214,641

 

 

 

 

 

 

(139

)

 

 

214,502

 

 

 

$

320,563

 

 

$

1

 

 

$

(392

)

 

$

320,172

 

As of March 31, 2018 and December 31, 2017, there was $41.8 million of government securities and $17.9 million of corporate bonds included in cash equivalents in the consolidated balance sheet, respectively.

 

 

4.

FAIR VALUE MEASUREMENTS:

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2018 (in thousands):

 

 

 

 

 

 

 

Fair Value Measurements, Using

 

 

 

Total carrying value

as of March 31,

2018

 

 

Quoted prices in

active markets

(Level 1)

 

 

Significant other

observable inputs

(Level 2)

 

 

Significant unobservable

inputs

(Level 3)

 

Cash equivalents

 

$

50,871

 

 

$

50,871

 

 

$

 

 

$

 

Short-term investments

 

 

280,103

 

 

 

280,103

 

 

 

 

 

 

 

Long-term investments

 

 

 

 

 

 

 

 

 

 

 

 

11


 

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2017 (in thousands):

 

 

 

 

 

 

 

Fair Value Measurements, Using

 

 

 

Total carrying value

as of December 31,

2017

 

 

Quoted prices in

active markets

(Level 1)

 

 

Significant other

observable inputs

(Level 2)

 

 

Significant unobservable

inputs

(Level 3)

 

Cash equivalents

 

$

27,532

 

 

$

27,532

 

 

$

 

 

$

 

Short-term investments

 

 

287,446

 

 

 

287,446

 

 

 

 

 

 

 

Long-term investments

 

 

14,794

 

 

 

14,794

 

 

 

 

 

 

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and 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 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification is determined based on the lowest level input that is significant to the fair value measurement.

Changes in fair value of the investments are recorded as unrealized gains and losses in other comprehensive income. If a decline in fair value of an investment is deemed to be other than temporary, the cost of the Company’s investment will be written down by the amount of the other-than-temporary impairment with a resulting charge to net income. There were no other-than-temporary impairments of investments as of March 31, 2018 or December 31, 2017.

 

 

5.

INVENTORY:

Inventory consisted of the following (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

Raw materials

 

$

20,496

 

 

$

17,464

 

Work-in-process

 

 

8,615

 

 

 

2,977

 

Finished goods

 

 

24,527

 

 

 

15,824

 

Inventory

 

$

53,638

 

 

$

36,265

 

 

 

6.

GOODWILL AND INTANGIBLE ASSETS:

The Company monitors the recoverability of goodwill annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Purchased intangible assets subject to amortization consist primarily of acquired technology and other intangible assets that include trade names, customer relationships and developed IP processes.

Acquired Technology

Acquired technology consists of acquired license rights for patents and know-how obtained from PD-LD, Inc., Motorola, BASF SE (BASF) and Fujifilm. These intangible assets consist of the following (in thousands):

 

 

 

March 31, 2018

 

PD-LD, Inc.

 

$

1,481

 

Motorola

 

 

15,909

 

BASF

 

 

95,989

 

Fujifilm

 

 

109,462

 

 

 

 

222,841

 

Less: Accumulated amortization

 

 

(96,461

)

Acquired technology, net

 

$

126,380

 

 

Amortization expense related to acquired technology was $5.1 million for the three months ended March 31, 2018 and 2017, respectively. Amortization expense is included in amortization of acquired technology and other intangible assets expense line item on the consolidated statements of income and is expected to be $20.6 million in the year ending December 31, 2018, $20.5 million in each of the years ending December 31, 2019 through 2021, $15.8 million in the year ending December 31, 2022 and $33.6 million thereafter.

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Motorola Patent Acquisition

In 2000, the Company entered into a royalty-bearing license agreement with Motorola whereby Motorola granted the Company perpetual license rights to what are now 74 issued U.S. patents relating to Motorola’s OLED technologies, together with foreign counterparts in various countries. These patents will all expire in the U.S. by the end of 2018.

On March 9, 2011, the Company purchased these patents from Motorola, including all existing and future claims and causes of action for any infringement of the patents, pursuant to a Patent Purchase Agreement. The Patent Purchase Agreement effectively terminated the Company’s license agreement with Motorola, including any obligation to make royalty payments to Motorola. The technology acquired from Motorola is being amortized over a period of 7.5 years.

Fujifilm Patent Acquisition

On July 23, 2012, the Company entered into a Patent Sale Agreement with Fujifilm. Under the agreement, Fujifilm sold more than 1,200 OLED-related patents and patent applications in exchange for a cash payment of $105.0 million, plus costs incurred in connection with the purchase. The agreement contains customary representations and warranties and covenants, including respective covenants not to sue by both parties thereto. The agreement permitted the Company to assign all of its rights and obligations under the agreement to its affiliates, and the Company assigned, prior to the consummation of the transactions contemplated by the agreement, its rights and obligations to UDC Ireland Limited (UDC Ireland), a wholly-owned subsidiary of the Company formed under the laws of the Republic of Ireland. The transactions contemplated by the agreement were consummated on July 26, 2012. The Company recorded the $105.0 million plus $4.5 million of purchase costs as acquired technology, which is being amortized over a period of 10 years.

BASF Patent Acquisition

On June 28, 2016, UDC Ireland entered into and consummated an IP Transfer Agreement with BASF. Under the IP Transfer Agreement, BASF sold to UDC Ireland all of its rights, title and interest to certain of its owned and co-owned intellectual property rights relating to the composition of, development, manufacture and use of OLED materials, including OLED lighting and display stack technology, as well as certain tangible assets. The intellectual property includes knowhow and more than 500 issued and pending patents in the area of phosphorescent materials and technologies. These assets were acquired in exchange for a cash payment of €86.8 million ($95.8 million). In addition, UDC Ireland also took on certain rights and obligations under three joint research and development agreements to which BASF was a party. The IP Transfer Agreement also contains customary representations, warranties and covenants of the parties. UDC Ireland recorded the payment of €86.8 million ($95.8 million) and acquisition costs incurred of $217,000 as acquired technology which is being amortized over a period of 10 years.

Other Intangible Assets

As a result of the Adesis acquisition, the Company recorded $16.8 million of other intangible assets, including $10.5 million assigned to customer relationships with a weighted average life of 11.5 years, $4.8 million of internally developed IP, processes and recipes with a weighted average life of 15 years, and $1.5 million assigned to trade name and trademarks with a weighted average life of 10 years. At March 31, 2018, these other intangible assets consist of the following (in thousands):

 

 

 

Gross Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net Carrying

Amount

 

Customer relationships

 

$

10,520

 

 

$

(1,540

)

 

$

8,980

 

Developed IP, processes and recipes

 

 

4,820

 

 

 

(547

)

 

 

4,273

 

Trade name/Trademarks

 

 

1,500

 

 

 

(255

)

 

 

1,245

 

Total identifiable intangible assets

 

$

16,840

 

 

$

(2,342

)

 

$

14,498

 

 

Amortization expense related to other intangible assets was $342,000 and $343,000 for the three months ended March 31, 2018 and 2017, respectively. Amortization expense is included in the amortization of acquired technology and other intangible assets expense line item on the Consolidated Statements of Income and is expected to be $1.4 million for each of the next five fiscal years and $7.8 million thereafter.

 

 

7.

RESEARCH AND LICENSE AGREEMENTS WITH PRINCETON UNIVERSITY, UNIVERSITY OF SOUTHERN CALIFORNIA AND THE UNIVERSITY OF MICHIGAN:

The Company funded OLED technology research at Princeton University and, on a subcontractor basis, at the University of Southern California for 10 years under a Research Agreement executed with Princeton University in August 1997 (the 1997 Research

13


 

Agreement). The principal investigator conducting work under the 1997 Research Agreement transferred to the University of Michigan in January 2006. Following this transfer, the 1997 Research Agreement w as allowed to expire on July 31, 2007.

As a result of the transfer, the Company entered into a new Sponsored Research Agreement with the University of Southern California to sponsor OLED technology research and, on a subcontractor basis, with the University of Michigan. This new Sponsored Research Agreement (as amended, the 2006 Research Agreement) was effective as of May 1, 2006 and had an original term of three years. On May 1, 2009, the Company amended the 2006 Research Agreement to extend the term of the agreement for an additional four years. The 2006 Research Agreement superseded the 1997 Research Agreement with respect to all work being performed at the University of Southern California and the University of Michigan. Payments under the 2006 Research Agreement were made to the University of Southern California on a quarterly basis as actual expenses were incurred. The Company incurred a total of $5.0 million in research and development expense for work performed under the 2006 Research Agreement during the extended term, which ended on April 30, 2013.

Effective June 1, 2013, the Company amended the 2006 Research Agreement again to extend the term of the agreement for an additional four years.  The Company incurred a total of $4.6 million in research and development expense for work performed under the 2006 Research Agreement during the extended term.

Effective May 1, 2017, the Company amended the 2006 Research Agreement once again to extend the term of the agreement for an additional three years. As of March 31, 2018, in connection with this amendment, the Company was obligated to pay the University of Southern California up to $6.4 million for work to be performed during the remaining extended term, which expires April 30, 2020. From May 1, 2017 through March 31, 2018, the Company incurred $797,000 in research and development expense for work performed under the 2006 Research Agreement.

On October 9, 1997, the Company, Princeton University and the University of Southern California entered into an Amended License Agreement (as amended, the 1997 Amended License Agreement) under which Princeton University and the University of Southern California granted the Company worldwide, exclusive license rights, with rights to sublicense, to make, have made, use, lease and/or sell products and to practice processes based on patent applications and issued patents arising out of work performed by Princeton University and the University of Southern California under the 1997 Research Agreement. Under this 1997 Amended License Agreement, the Company is required to pay Princeton University royalties for licensed products sold by the Company or its sublicensees. For licensed products sold by the Company, the Company is required to pay Princeton University 3% of the net sales price of these products. For licensed products sold by the Company’s sublicensees, the Company is required to pay Princeton 3% of the revenues received by the Company from these sublicensees. These royalty rates are subject to renegotiation for products not reasonably conceivable as arising out of the 1997 Research Agreement if Princeton University reasonably determines that the royalty rates payable with respect to these products are not fair and competitive.

The Company is obligated, under the 1997 Amended License Agreement, to pay to Princeton University minimum annual royalties. The minimum royalty payment is $100,000 per year. The Company recorded royalty expense in connection with this agreement of $1.2 million and $1.6 million for the three months ended March 31, 2018 and 2017, respectively.

The Company also is required, under the 1997 Amended License Agreement, to use commercially reasonable efforts to bring the licensed OLED technology to market. However, this requirement is deemed satisfied if the Company invests a minimum of $800,000 per year in research, development, commercialization or patenting efforts respecting the patent rights licensed to the Company.

In connection with entering into the 2006 Research Agreement, the Company amended the 1997 Amended License Agreement to include the University of Michigan as a party to that agreement effective as of January 1, 2006. Under this amendment, Princeton University, the University of Southern California and the University of Michigan have granted the Company a worldwide exclusive license, with rights to sublicense, to make, have made, use, lease and/or sell products and to practice processes based on patent applications and issued patents arising out of work performed under the 2006 Research Agreement. The financial terms of the 1997 Amended License Agreement were not impacted by this amendment.

 

 

8.

EQUITY AND CASH COMPENSATION UNDER THE PPG AGREEMENTS:

On September 22, 2011, the Company entered into an Amended and Restated OLED Materials Supply and Service Agreement with PPG Industries (the New OLED Materials Agreement), which replaced the original OLED Materials Agreement with PPG Industries effective as of October 1, 2011. The term of the New OLED Materials Agreement ran through December 31, 2015 and shall be automatically renewed for additional one year terms, unless terminated by the Company by providing prior notice of one year or terminated by PPG by providing prior notice of two years. The agreement was automatically renewed through December 31, 2018.

14


 

The New OLED Materials Agreement contains provisions that are substantially similar to those of the original OLED Materials Agreement. Under the New OLED Materials Agreement, PPG Industries continues to assist the Company in developing its proprieta ry OLED materials and supplying the Company with those materials for evaluation purposes and for resale to its customers.

Under the New OLED Materials Agreement, the Company compensates PPG Industries on a cost-plus basis for the services provided during each calendar quarter. The Company is required to pay for some of these services in all cash. Up to 50% of the remaining services are payable, at the Company’s sole discretion, in cash or shares of the Company’s common stock, with the balance payable in cash. The actual number of shares of common stock issuable to PPG Industries is determined based on the average closing price for the Company’s common stock during a specified number of days prior to the end of each calendar half-year period ending on March 31 and September 30. If, however, this average closing price is less than $20.00, the Company is required to compensate PPG Industries in cash. No shares were issued for services to PPG for the three months ended March 31, 2018 or 2017.

The Company is also to reimburse PPG Industries for raw materials used for research and development. The Company records the purchases of these raw materials as a current asset until such materials are used for research and development efforts.

The Company recorded research and development expense of $361,000 and $104,000 for the three months ended March 31, 2018 and 2017, respectively, in relation to the cash portion of the reimbursement of expenses and work performed by PPG Industries, excluding amounts paid for commercial chemicals.

 

 

9.

SHAREHOLDERS’ EQUITY:

Common and Preferred Stock

The Company is authorized to issue 100 million shares of $0.01 par value common stock and five million shares of $0.01 par value preferred stock. Each share of the Company’s common stock entitles the holder to one vote on all matters to be voted upon by the shareholders. As of March 31, 2018, the Company had issued 48,574,065 shares of common stock of which 47,212,428 were outstanding and had issued 200,000 shares of preferred stock, all of which were outstanding. During the three months ended March 31, 2018, the Company repurchased 3,774 shares of $0.01 par value common treasury stock valued at $477,000.

Scientific Advisory Board and Employee Awards

During the three months ended March 31, 2018 and 2017, the Company granted a total of 2,456 and 5,590 shares, respectively, of fully vested common stock to employees and non-employee members of the Scientific Advisory Board for services performed in 2017 and 2016, respectively. The fair value of shares issued to members of the Scientific Advisory Board was $300,000 for both three-month periods. No fully vested common stock was issued to employees during the three months ended March 31, 2018 and the fair value of the shares issued to employees during the three months ended March 31, 2017 was $165,000. In connection with the issuance of these grants, 605 shares, with fair value of $55,000, were withheld in satisfaction of employee tax withholding obligations in 2017.

Dividends

During the three months ended March 31, 2018, the Company declared and paid cash dividends of $0.06 per common share, or $2.8 million, on the Company’s outstanding common stock.

On May 1, 2018, the Company’s Board of Directors declared a second quarter dividend of $0.06 per common share to be paid on June 29, 2018. All future dividends will be subject to the approval of the Company’s Board of Directors.

 

 

15


 

10.

ACCUMULATED OTHER COMPREHENSIVE LOSS:

Amounts related to the changes in accumulated other comprehensive loss were as follows (in thousands):

 

 

 

Unrealized gain (loss) on

available-for-sale-securities

 

 

Net unrealized gain (loss) on

retirement plan  (2)

 

 

Change in cumulative

foreign currency

translation adjustment

 

 

Total

 

 

Affected line items in the

consolidated statements of

operations

Balance December 31, 2017, net of tax

 

$

(258

)

 

$

(11,169

)

 

$

(37

)

 

$

(11,464

)

 

 

Other comprehensive gain (loss)

   before reclassification

 

 

54

 

 

 

 

 

 

20

 

 

 

74

 

 

 

Reclassification to net income (1)

 

 

 

 

 

422

 

 

 

 

 

 

422

 

 

Selling, general and administrative,

research and development, and

cost of sales

Change during period

 

 

54

 

 

 

422

 

 

 

20

 

 

 

496

 

 

 

Balance March 31, 2018, net of tax

 

$

(204

)

 

$

(10,747

)

 

$

(17

)

 

$

(10,968

)

 

 

 

 

 

Unrealized gain (loss) on

available-for-sale-securities

 

 

Net unrealized gain (loss) on

retirement plan  (2)

 

 

Change in cumulative

foreign currency

translation adjustment

 

 

Total

 

 

Affected line items in the

consolidated statements of

operations

Balance December 31, 2016, net of tax

 

$

(246

)

 

$

(10,355

)

 

$

(65

)

 

$

(10,666

)

 

 

Other comprehensive (loss) gain

   before reclassification

 

 

(15

)

 

 

 

 

 

30

 

 

 

15

 

 

 

Reclassification to net income (1)

 

 

 

 

 

299

 

 

 

 

 

 

299

 

 

Selling, general and administrative,

research and development, and

cost of sales

Change during period

 

 

(15

)

 

 

299

 

 

 

30

 

 

 

314

 

 

 

Balance March 31, 2017, net of tax

 

$

(261

)

 

$

(10,056

)

 

$

(35

)

 

$

(10,352

)

 

 

 

(1)

The Company reclassified amortization of prior service cost and actuarial loss for its retirement plan from accumulated other comprehensive loss to net income of $422,000 and $299,000 for the three months ended March 31, 2018 and 2017, respectively.

(2)

Refer to Note 12: Supplemental Executive Retirement Plan.

 

 

11.

STOCK-BASED COMPENSATION:

The Company recognizes in the 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.

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 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.

Equity Compensation Plan

The Equity Compensation Plan provides for the granting of incentive and nonqualified stock options, shares of common stock, stock appreciation rights and performance units to employees, directors and consultants of the Company. Stock options are exercisable over periods determined by the Compensation Committee, but for no longer than 10 years from the grant date. Through March 31, 2018, the Company’s shareholders have approved increases in the number of shares reserved for issuance under the Equity

16


 

Compensation Plan to 10,500,000, and have extended the term of the plan through 2024. As of March 31, 2018, there were 2,417,582 shares that remained available to be granted under the Equity Compensatio n Plan.

Stock Awards

Restricted Stock Awards and Units

The Company has issued restricted stock awards and units to employees and non-employees with vesting terms of one to six years. The fair value is equal to the market price of the Company’s common stock on the date of grant for awards granted to employees and equal to the market price at the end of the reporting period for unvested non-employee awards or upon the date of vesting for vested non-employee awards. Expense for restricted stock awards and units is amortized ratably over the vesting period for the awards issued to employees and using a graded vesting method for the awards issued to non-employees.

During the three months ended March 31, 2018, the Company granted 38,142 shares of restricted stock awards and restricted stock units to employees and non-employees, which had a total fair value of $4.6 million on the respective dates of grant, and will vest over three to five years from the date of grant, provided that the grantee is still an employee of the Company or is still providing services to the Company on the applicable vesting date.

For the three months ended March 31, 2018 and 2017, the Company recorded, as compensation charges related to all restricted stock awards and units to employees and non-employees, selling, general and administrative expense of $1.6 million and $2.0 million, respectively, research and development expense of $426,000 and $367,000, respectively, and cost of sales of $160,000 and $94,000, respectively. 

In connection with the vesting of restricted stock awards and units during the three months ended March 31, 2018 and 2017, 27,273 and 30,713 shares, with aggregate fair values of $3.4 million and $2.6  million, respectively, were withheld in satisfaction of tax withholding obligations.

For the three months ended March 31, 2018 and 2017, the Company recorded as compensation charges related to all restricted stock units to non-employee members of the Scientific Advisory Board, research and development expense of $157,000 and $271,000, respectively.

Board of Directors Compensation

The Company has granted restricted stock units to non-employee members of the Board of Directors with quarterly vesting over a period of approximately one year. The fair value is equal to the market price of the Company's common stock on the date of grant. The restricted stock units are issued and expense is recognized ratably over the vesting period. For the three months ended March 31, 2018 and 2017, the Company recorded compensation charges for services performed, related to all restricted stock units granted to non-employee members of the Board of Directors, selling, general and administrative expense of $1.1 million and $439,000, respectively. In connection with the vesting of the restricted stock, the Company issued 6,250 and 7,500 shares, during the three months ended March 31, 2018 and 2017, respectively, to non-employee members of the Board of Directors.

Performance Unit Awards

During the three months ended March 31, 2018, the Company granted 12,047 performance units, of which 6,022 are subject to a performance-based vesting and 6,025 are subject to a market-based vesting requirement and will vest over the terms described below. Total fair value of the performance unit awards granted was $1.4 million on the date of grant.  

Each performance unit award is subject to both a performance-vesting requirement (either performance-based or market-based) and a service-vesting requirement.

The performance-based vesting requirement is tied to the Company's cumulative revenue growth compared to the cumulative revenue growth of companies comprising the Nasdaq Electronics Components Index, as measured over a specific performance period. The market-based vesting requirement is tied to the Company's total shareholder return relative to the total shareholder return of companies comprising the Nasdaq Electronics Components Index, as measured over a specific performance period.

The maximum number of performance units that may vest based on performance is two times the shares granted. Further, if the Company's total shareholder return is negative, the performance units may not vest at all.

17


 

For the three months ended March 31, 2018 and 2017, the Company recorded general and administrative expense of $425,000 and $440,000, respectively, research and development expense of $105,000 and $115,000, respectively, and cost of sales of $44,000 and $45,000, respectively, related to performance units.

In connection with the vesting of performance units during the three months ended March 31, 2018 and 2017, 25,208 and 10,959 shares with an aggregate fair value of $2.9 million and $913,000, respectively, were withheld in satisfaction of tax withholding obligations.

Employee Stock Purchase Plan

On April 7, 2009, the Board of Directors of the Company adopted an Employee Stock Purchase Plan (ESPP). The ESPP was approved by the Company’s shareholders and became effective on June 25, 2009. The Company has reserved 1,000,000 shares of common stock for issuance under the ESPP. Unless terminated by the Board of Directors, the ESPP will expire when all reserved shares have been issued.

Eligible employees may elect to contribute to the ESPP through payroll deductions during consecutive three-month purchase periods. Each employee who elects to participate will be deemed to have been granted an option to purchase shares of the Company’s common stock on the first day of the purchase period. Unless the employee opts out during the purchase period, the option will automatically be exercised on the last day of the period, which is the purchase date, based on the employee’s accumulated contributions to the ESPP. The purchase price will equal 85% of the lesser of the closing price per share of common stock on the first day of the period or the last business day of the period.

Employees may allocate up to 10% of their base compensation to purchase shares of common stock under the ESPP; however, each employee may purchase no more than 12,500 shares on a given purchase date, and no employee may purchase more than $25,000 of common stock under the ESPP during a given calendar year.

During the three months ended March 31, 2018 and 2017, the Company issued 2,345 and 3,330 shares, respectively, of its common stock under the ESPP, resulting in proceeds of $201,000 and $159,000, respectively.

For the three months ended March 31, 2018 and 2017, the Company recorded charges of $17,000 and $15,000, respectively, to selling, general and administrative expense, $22,000 and $25,000, respectively, to research and development expense, and $13,000 and $5,000, respectively, to cost sales related to the ESPP equal to the amount of the discount and the value of the look-back feature.  

 

 

12.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN:

On March 18, 2010, the Compensation Committee and the Board of Directors of the Company approved and adopted the Universal Display Corporation Supplemental Executive Retirement Plan (SERP), effective as of April 1, 2010. On March 3, 2015, the Compensation Committee and the Board of Directors amended the SERP to include salary and bonus as part of the plan. Prior to this amendment, the SERP benefit did not take into account any bonuses. This change increased the liability for certain participants in the SERP. The purpose of the SERP, which is unfunded, is to provide certain of the Company’s key employees with supplemental retirement benefits following a cessation of their employment and to encourage their continued employment with the Company. As of March 31, 2018, there were seven participants in the SERP.

The Company records amounts relating to the SERP based on calculations that incorporate various actuarial and other assumptions, including discount rates, rate of compensation increases, retirement dates and life expectancies. The net periodic costs are recognized as employees render the services necessary to earn the SERP benefits.

The components of net periodic pension cost were as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Service cost

 

$

325

 

 

$

301

 

Interest cost

 

 

262

 

 

 

242

 

Amortization of prior service cost

 

 

421

 

 

 

415

 

Amortization of loss

 

 

118

 

 

 

47

 

Total net periodic benefit cost

 

$

1,126

 

 

$

1,005

 

 

 

18


 

13.

COMMITMENTS AND CONTINGENCIES:

Commitments

Under the 2006 Research Agreement with USC, the Company is obligated to make certain payments to USC based on work performed by USC under that agreement, and by Michigan under its subcontractor agreement with USC. See Note 7 for further explanation.

Under the terms of the 1997 Amended License Agreement, the Company is required to make minimum royalty payments to Princeton. See Note 7 for further explanation.

The Company has agreements with six executive officers and one employee which provide for certain cash and other benefits upon termination of employment of the officer in connection with a change in control of the Company. If the executive’s employment is terminated in connection with the change in control, the executive is entitled to a lump-sum cash payment equal to two times the sum of the average annual base salary and bonus of the officer and immediate vesting of all stock options and other equity awards that may be outstanding at the date of the change in control, among other items.

In order to manage manufacturing lead times and help ensure adequate material supply, the Company entered into an OLED Materials Agreement (see Note 8) that allows PPG Industries to procure and produce inventory based upon criteria as defined by the Company. These purchase commitments consist of firm, noncancelable and unconditional commitments. In certain instances, this agreement allows the Company the option to reschedule and adjust the Company’s requirements based on its business needs prior to firm orders being placed. As of March 31, 2018 and December 31, 2017, the Company had purchase commitments for inventory of $17.1 million and $14.2 million, respectively.

Patent Related Challenges and Oppositions

Each major jurisdiction in the world that issues patents provides both third parties and applicants an opportunity to seek a further review of an issued patent. The process for requesting and considering such reviews is specific to the jurisdiction that issued the patent in question, and generally does not provide for claims of monetary damages or a review of specific claims of infringement. The conclusions made by the reviewing administrative bodies tend to be appealable and generally are limited in scope and applicability to the specific claims and jurisdiction in question.

The Company believes that opposition proceedings are frequently commenced in the ordinary course of business by third parties who may believe that one or more claims in a patent do not comply with the technical or legal requirements of the specific jurisdiction in which the patent was issued. The Company views these proceedings as reflective of its goal of obtaining the broadest legally permissible patent coverage permitted in each jurisdiction. Once a proceeding is initiated, as a general matter, the issued patent continues to be presumed valid until the jurisdiction’s applicable administrative body issues a final non-appealable decision. Depending on the jurisdiction, the outcome of these proceedings could include affirmation, denial or modification of some or all of the originally issued claims. The Company believes that as OLED technology becomes more established and its patent portfolio increases in size, so will the number of these proceedings.

Below are summaries of certain active proceedings that have been commenced against issued patents that are either exclusively licensed to the Company or which are now assigned to the Company. The Company does not believe that the confirmation, loss or modification of the Company’s rights in any individual claim or set of claims that are the subject of the following legal proceedings would have a material impact on the Company’s materials sales or licensing business or on the Company’s consolidated financial statements, including its consolidated statements of income, as a whole. However, as noted within the descriptions, some of the following proceedings involve issued patents that relate to the Company’s fundamental phosphorescent OLED technologies and the Company intends to vigorously defend against claims that, in the Company’s opinion, seek to restrict or reduce the scope of the originally issued claim, which may require the expenditure of significant amounts of the Company’s resources. In certain circumstances, when permitted, the Company may also utilize the proceedings to request modification of the claims to better distinguish the patented invention from any newly identified prior art and/or improve the claim scope of the patent relative to commercially important categories of the invention. The entries marked with an "*" relate to the Company’s UniversalPHOLED® phosphorescent OLED technology, some of which may be commercialized by the Company.

Opposition to European Patent No. 1394870*

On April 20, 2010, Merck Patent GmbH; BASF Schweitz AG of Basel, Switzerland; Osram GmbH of Munich, Germany; Siemens Aktiengesellschaft of Munich, Germany; and Koninklijke Philips Electronics N.V., of Eindhoven, The Netherlands filed Notices of Opposition to European Patent No.1394870 (the EP '870 patent). The EP '870 patent, which was issued on July 22, 2009, is a European counterpart patent, in part, to U.S. patents 6,303,238; 6,579,632; 6,872,477; 7,279,235; 7,279,237; 7,488,542; 7,563,519;

19


 

and 7,901,795; and to pending U.S. patent application 13/ 035,051, filed on February 25, 2011 (hereinafter the “U.S. '238 Patent Family”). They are exclusively licensed to the Company by Princeton, and the Company is required to pay all legal costs and fees associated with this proceeding.

An Oral Hearing was held before a European Patent Office (EPO) panel of first instance in Munich, Germany, on April 8-9, 2014. The panel rejected the original claims and amended the claims to comply with EPO requirements by more narrowly defining the scope of the claims. The '870 patent, in its amended form, was held by the panel to comply with the EPO requirements. The Company appealed the ruling to reinstate a broader set of claims. Subsequent to the filing of the appeal, BASF withdrew its opposition to the patent. A hearing on the merits of the appeal was held in the first quarter of 2018, and the ‘870 patent, in its amended form, was held by the panel to comply with the EPO requirements. A written opinion confirming the holding was subsequently issued by the board, thereby closing the opposition proceedings to any further challenges or changes.

Opposition to European Patent No. 1390962

On November 16, 2011, Osram AG and BASF SE each filed a Notice of Opposition to European Patent No. 1390962 (EP '962 patent), which relates to the Company’s white phosphorescent OLED technology. The EP '962 patent, which was issued on February 16, 2011, is a European counterpart patent to U.S. patents 7,009,338 and 7,285,907. They are exclusively licensed to the Company by Princeton, and the Company is required to pay all legal costs and fees associated with this proceeding.

The EPO combined the oppositions into a single opposition proceeding, and a hearing on this matter was held in December 2015, wherein the EPO Opposition Division revoked the patent claims for alleged insufficiencies under EPC Article 83. The Company believes the EPO's decision relating to the original claims is erroneous, and has appealed the decision. Subsequent to the filing of the appeal, BASF withdrew its opposition to the patent. The patent, as originally granted, is deemed valid during the pendency of the appeals process.

At this time, based on its current knowledge, the Company believes that the patent being challenged should be declared valid, and that all or a significant portion of the Company's claims should be upheld. However, the Company cannot make any assurances of this result.

Opposition to European Patent No. 1933395*

On February 24 and 27, 2012, Sumitomo, Merck Patent GmbH and BASF SE filed oppositions to the Company's European Patent No. 1933395 (the EP '395 patent). The EP ‘395 patent is a counterpart to the EP ‘637 patent, and, in part, to U.S. Patents 7,001,536, 6,902,830, and 6,830,828, and to JP patents 4358168 and 4357781. This patent is exclusively licensed to the Company by Princeton, and the Company is required to pay all legal costs and fees associated with this proceeding.

At an Oral Hearing on October 14, 2013, the EPO panel issued a decision that affirmed the basic invention and broad patent coverage in the EP '395 patent, but narrowed the scope of the original claims.

On February 26, 2014, the Company appealed the ruling to reinstate a broader set of claims. The patent, as originally granted by the EPO, is deemed to be valid during the pendency of an appeals process. Two of the three opponents also filed their own appeals of the ruling. In January 2015, Sumitomo withdrew its opposition of the '395 patent, and the EPO accepted the withdrawal notice. The appeal proceedings were held in the second quarter of 2016. As a result of the proceedings, the board concluded the oral proceedings and proposed to reinstate a broader set of claims pending the resolution of a remaining question of the applicable law, a question that the board has deferred to the Enlarged Board of Appeals for review. In December 2017, the Enlarged Board of Appeals issued a written opinion in which it generally followed the Company’s reasoning regarding the question of law. The Company expects the written opinion to be used as guidance by the EPO opposition panel when the oral proceedings are rescheduled. The originally-granted claims remain in force during the pendency of this process.

In addition to the above proceedings and now concluded proceedings which have been referenced in prior filings, from time to time, the Company may have other proceedings that are pending which relate to patents the Company acquired as part of the Fujifilm patent or BASF OLED patent acquisitions or which relate to technologies that are not currently widely utilized in the marketplace.

 

 

20


 

14.

CONCENTRATION OF RISK:

Revenues and accounts receivable from the Company's largest customers (individually representing greater that 10% of revenues) were as follows (in thousands):

 

 

 

% of Revenues for the three months ended

March 31,

 

 

Accounts Receivable as of

 

Customer

 

2018

 

 

2017

 

 

March 31, 2018

 

A

 

55%

 

 

35%

 

 

$

10,634

 

B

 

16%

 

 

51%

 

 

$

3,560

 

C

 

11%

 

 

3%

 

 

$

2,663

 

 

Revenues from outside of North America represented approximately 94% of consolidated revenue for both three month periods ended March 31, 2018 and 2017, respectively. Revenues by geographic area are as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

Country

 

2018

 

 

2017

 

 

South Korea

 

$

30,774

 

 

$

47,928

 

 

China

 

 

8,852

 

 

 

2,482

 

 

Japan

 

 

875

 

 

 

1,084

 

 

Other non-U.S. locations

 

 

561

 

 

 

712

 

 

Total non-U.S. locations

 

$

41,062

 

 

$

52,206

 

 

United States

 

 

2,510

 

 

 

3,360

 

 

Total revenue

 

$

43,572

 

 

$

55,566

 

 

The Company attributes revenue to different geographic areas on the basis of the location of the customer.

Long-lived assets (net), by geographic area are as follows (in thousands):

 

 

 

March 31, 2018

 

 

December 31, 2017

 

United States

 

$

55,777

 

 

$

53,991

 

Other

 

 

2,651

 

 

 

2,459

 

Total long-lived assets

 

$

58,428

 

 

$

56,450

 

 

Substantially all chemical materials were purchased from one supplier. See Note 8.

 

 

15.

INCOME TAXES:

The Company is subject to income taxes in both the United States and foreign jurisdictions. The effective income tax rate was a benefit of 3.8% and an expense of 18.5% for the three months ended March 31, 2018 and 2017, respectively, and the Company recorded an income tax benefit of $216,000 and income tax expense of $2.3 million, respectively. The recorded amounts include deductions for employee share awards in excess of compensation costs (“windfalls”) under ASU No. 2016-09 of $1.3 million and $1.2 million for the three months ended March 31, 2018 and 2017, respectively.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the Company's ability to generate future taxable income to obtain benefit from the reversal of temporary differences, net operating loss carryforwards and tax credits. As part of its assessment management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. At this time there is no evidence to release the valuation allowances that relate to UDC Ireland and New Jersey research and development credit.

 

 

16.

REVENUE RECOGNITION:

 

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

The Company adopted the standard beginning January 1, 2018 using the “modified retrospective” approach, meaning the standard was applied only to the most current period presented in the financial statements, with a cumulative adjustment to retained earnings. Under this transition method, the Company elected to apply ASC Topic 606 only to contracts that are not complete at the initial adoption date.

21


 

The new standard impacts how the Company recognizes revenue on its commercial license and material supply agreements with customers. Previously, the Company recognized license fees on a straight-line basis or as received from the customer, and royalty reve nue one quarter in arrears based on sales information received from its customers typically received after disclosing that quarter’s results. Under the new standard, total contract consideration is estimated and recognized over the contract term based on m aterial units sold at its estimated per unit fee. Total contract consideration includes fixed amounts designated in contracts with customers as license fees as well as estimates of material fees and royalties to be earned.

Adoption of the new standard resulted in an increase in deferred revenue of $21.3 million offset by a reduction of retained earnings of $17.9 million, net of tax of $3.1 million, and unbilled receivables of $0.3 million as of January 1, 2018. The impact of the new standard to revenue for the three months ended March 31, 2018 was a decrease of $24.7 million from the amount that would have been reported under the prior accounting standard. The following tables summarize the impacts of adopting Topic 606 on the Company’s consolidated financial statements for the three months ended March 31, 2018.

 

i. Consolidated balance sheet

 

Impact of changes in accounting policies

 

March 31, 2018 (in thousands)

 

As reported

 

 

Adjustment

 

 

Balances without adoption of Topic 606

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Other assets (current and non-current)

 

$

16,692

 

 

$

(1,401

)

 

$

15,291

 

Deferred income taxes

 

 

29,944

 

 

 

(7,790

)

 

 

22,154

 

TOTAL ASSETS

 

 

795,140

 

 

 

(9,191

)

 

 

785,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue (current and non-current)

 

 

79,236

 

 

 

(47,054

)

 

 

32,182

 

Retained earnings

 

 

84,360

 

 

 

37,863

 

 

 

122,223

 

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

795,140

 

 

 

(9,191

)

 

 

785,949

 

 

ii. Consolidated statements of income

 

Impact of changes in accounting policies

 

For the three-months ended March 31, 2018 (in thousands)

 

As reported

 

 

Adjustment

 

 

Balances without adoption of Topic 606

 

REVENUE

 

$

43,572

 

 

$

24,653

 

 

$

68,225

 

GROSS MARGIN

 

 

36,114

 

 

 

24,653

 

 

 

60,767

 

OPERATING INCOME

 

 

4,519

 

 

 

24,653

 

 

 

29,172

 

INCOME BEFORE INCOME TAXES

 

 

5,743

 

 

 

24,653

 

 

 

30,396

 

INCOME TAX BENEFIT (EXPENSE)

 

 

216

 

 

 

(4,684

)

 

 

(4,468

)

NET INCOME

 

 

5,959

 

 

 

19,969

 

 

 

25,928

 

 

iii. Consolidated statements of cash flows

 

Impact of changes in accounting policies

 

For the three-months ended March 31, 2018 (in thousands)

 

As reported

 

 

Adjustment

 

 

Balances without adoption of Topic 606

 

Net income

 

$

5,959

 

 

$

19,969

 

 

$

25,928

 

Amortization of deferred revenue

 

 

(12,589

)

 

 

(29,160

)

 

 

(41,749

)

Deferred income tax expense

 

 

72

 

 

 

7,790

 

 

 

7,862

 

Other assets (current and non-current)

 

 

(4,202

)

 

 

1,401

 

 

 

(2,801

)

CASH FLOW FROM OPERATING ACTIVITIES

 

 

38,815

 

 

 

-

 

 

 

38,815

 

 

For the three months ended March 31, 2018 and 2017, the Company recorded 94% and 97% of its revenue from sales of materials and 6% and 3% from the providing of services through Adesis, respectively.

The rights and benefits to the Company’s OLED technology are conveyed to the customer through technology license agreements and material supply agreements. The Company believes that the licenses and materials sold under these combined agreements are not distinct from each other for financial reporting purposes and as such, are accounted for as a single performance

22


 

obligation. Accordingly, total contract consideration, including material, license and royalty fees, is estimated and recognized over the contrac t term based on material units sold at the estimated per unit fee over the life of the contract.

Various estimates are relied upon to recognize revenue. The Company estimates total material units to be purchased by its customers over the contract term based on historical trends, industry estimates and its forecast process. Additionally, management estimates the total sales-based royalties based on the estimated net sales revenue of its customers over the contract term. Management is using the expected value method to estimate the material per unit fee.

Contract Balances

The following table provides information about assets and liabilities associated with our contracts from customers (in thousands):

 

 

 

As of March 31, 2018

 

Accounts receivable

 

$

22,768

 

Short-term unbilled receivables

 

 

407

 

Long-term unbilled receivables

 

 

1,272

 

Short-term deferred revenue

 

 

59,736

 

Long-term deferred revenue

 

 

19,500

 

Short-term and long-term unbilled receivables are classified as other current assets and other assets, respectively, on the Consolidated Balance Sheet. The deferred revenue at March 31, 2018 will be recognized as materials are shipped to customers over the remaining contract periods. The significant customer contracts (individually representing greater than 10% of revenue) expire in 2022. As of March 31, 2018, the Company had $6.8 million of backlog associated with committed purchase orders from its customers for phosphorescent emitter material. These orders are anticipated to be fulfilled within the next 90 days.

Significant changes in the unbilled receivables and deferred liabilities balances during the period are as follows (in thousands):

 

 

 

Three Months Ended March 31, 2018

 

 

 

Unbilled Receivables

Increase (Decrease)

 

 

Deferred Revenue

(Increase) Decrease

 

Balance at December 31, 2017

 

$

70

 

 

$

(38,883

)

Adoption of revenue standard on January 1, 2018

 

 

307

 

 

 

(21,307

)

Adjusted balance on January 1, 2018

 

 

377

 

 

 

(60,190

)

Revenue recognized that was previously included in deferred revenue

 

 

 

 

6,490

 

Increases due to cash received

 

 

 

 

(30,331

)

Cumulative catch-up adjustment arising from changes in estimates of

   transaction price

 

 

 

 

4,795

 

Unbilled receivables recognized

 

 

1,302

 

 

 

Transferred to receivables from unbilled receivables

 

 

 

 

Net change

 

 

1,302

 

 

 

(19,046

)

Balance at March 31, 2018

 

$

1,679

 

 

$

(79,236

)

 

 

 

17.

NET INCOME PER COMMON SHARE:

The Company computes earnings per share in accordance with ASC Topic 260, Earnings per Share ("ASC 260"), which requires earnings per share for each class of stock to be calculated using the two-class method. The two-class method is an allocation of income between the holders of common stock and the Company's participating security holders. Under the two-class method, income for the reporting period is allocated between common shareholders and other security holders based on their respective participation rights in undistributed income. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in computing earnings per share pursuant to the two-class method.

Basic net income per common share is computed by dividing net income allocated to common shareholders by the weighted-average number of shares of common stock outstanding for the period excluding unvested restricted stock units and performance units. Net income allocated to the holders of the Company's unvested restricted stock awards is calculated based on the shareholder’s proportionate share of weighted average shares of common stock outstanding on an if-converted basis.

23


 

For purposes of determining diluted net income per common share, basic net income per share is further adjusted to in clude the effect of potential dilutive common shares outstanding, including stock options, restricted stock units and performance units, and the impact of shares to be issued under the ESPP.

The following table is a reconciliation of net income and the shares used in calculating basic and diluted net income per common share for the three months ended March 31, 2018 and 2017 (in thousands, except share and per share data):

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

Net income

 

$

5,959

 

 

$

10,365

 

Adjustment for Basic EPS:

 

 

 

 

 

 

 

 

Earning allocated to unvested shareholders

 

 

(87

)

 

 

(191

)

Adjusted net income

 

$

5,872

 

 

$

10,174

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

46,783,158

 

 

 

46,661,559

 

Effect of dilutive shares:

 

 

 

 

 

 

 

 

Common stock equivalents arising from stock

   options and ESPP

 

 

837

 

 

 

2,151

 

Restricted stock awards and units and performance

   units

 

 

64,803

 

 

 

79,184

 

Weighted average common shares

   outstanding – Diluted

 

 

46,848,798

 

 

 

46,742,894

 

Net income per common share:

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

 

$

0.22

 

Diluted

 

$

0.13

 

 

$

0.22

 

For the three months ended March 31, 2018 and 2017, there were zero and 2,108 unvested restricted stock awards, restricted stock units, performance unit awards and stock options excluded from the calculation of diluted EPS as their impact would have been antidilutive. The impact of shares to be issued under the ESPP, which was not significant, was excluded from the calculation of diluted EPS as their impact would have been antidilutive.

 

24


 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes above.

CAUTIONARY STATEMENT

CONCERNING FORWARD-LOOKING STATEMENTS

This discussion and analysis contains some “forward-looking statements.” Forward-looking statements concern possible or assumed future results of operations, including descriptions of our business strategies and customer relationships. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors that we believe are appropriate in these circumstances.

As you read and consider this discussion and analysis, you should not place undue reliance on any forward-looking statements. You should understand that these statements involve substantial risk and uncertainty and are not guarantees of future performance or results. They depend on many factors that are discussed further in the section entitled (Risk Factors) in our Annual Report on Form 10-K for the year ended December 31, 2017, as supplemented by disclosures, if any, in Item 1A of Part II below. Changes or developments in any of these areas could affect our financial results or results of operations and could cause actual results to differ materially from those contemplated in the forward-looking statements.

All forward-looking statements speak only as of the date of this report or the documents incorporated by reference, as the case may be. We do not undertake any duty to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

OVERVIEW

We are a leader in the research, development and commercialization of organic light emitting diode, or OLED, technologies and materials for use in displays for mobile phones, televisions, tablets, wearables, portable media devices, notebook computers, personal computers and automotive applications, as well as specialty and general lighting products. Since 1994, we have been exclusively engaged, and expect to continue to be primarily engaged, in funding and performing research and development activities relating to OLED technologies and materials, and commercializing these technologies and materials. We derive our revenue primarily from the following:

 

sales of OLED materials for evaluation, development and commercial manufacturing;

 

intellectual property and technology licensing;

 

contract research services, and

 

technology development and support, including government contract work and support provided to third parties for commercialization of their OLED products.

Material sales relate to our sale of OLED materials for incorporation into our 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.

We receive license and royalty payments under certain commercial, development and technology evaluation agreements, some of which are non-refundable advances. These payments may include royalty and license fees made pursuant to license agreements and also license fees included as part of certain commercial supply agreements. These payments are included in the estimate of total contract consideration by customer and recognized as revenue over the contract term based on material units sold at the estimated per unit fee over the life of the contract.

Our most significant commercial license agreement is with Samsung Display Co., Ltd. (SDC) covering the manufacture and sale of specified OLED display products. The agreement, originally entered into in 2011, expired at the end of 2017 and has been replaced with a new five year license agreement with a two-year extension option.

25


 

At the same time we entered into the 2011 patent license agreement with SDC, we also entered into a supplemental material purchase agreement with SDC which also expired in 2017 and was also replaced with a new five-year supply agreement with a two-year ext ension option.

In 2015, we 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 existing 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 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 sales of materials for use by LG Display, which may include phosphorescent emitters and host materials.

In 2017, we entered into long-term, multi-year agreements with BOE Technology Group Co., Ltd. (BOE). Under these agreements, we have granted BOE non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. We have also agreed to supply phosphorescent OLED materials to BOE.

In 2016, we entered into OLED patent license and material purchase agreements having five year durations with Tianma Micro-electronics Co. Ltd. (Tianma). Under the license agreement, we have granted Tianma non-exclusive license rights under various patents owned or controlled by us to manufacture and sell OLED display products. The license agreement calls for license fees and running royalties on licensed products. Additionally, we expect to supply phosphorescent OLED materials to Tianma for use in its licensed products.

In 2016, we acquired Adesis, Inc. (Adesis) with operations in New Castle, Delaware. Adesis is a contract research organization (CRO) that provides support services to the OLED, pharma, biotech, catalysis and other industries. As of December 31, 2017, Adesis employed a team of 50 chemists. Prior to our acquisition in 2016, we utilized more than 50% of Adesis’ technology service and production output. We continue to utilize a significant portion of its technology research capacity for the benefit of our OLED technology development, and Adesis uses the remaining capacity to operate as a CRO in the above-mentioned industries providing contract research services to those third party customers. Contract research services revenue is earned by performing organic and organometallic synthetics research, development and commercialization on a contractual basis for our customer s.

We also generate technology development and support revenue earned from government contracts, development and technology evaluation agreements and commercialization assistance fees, which include reimbursements by government entities for all or a portion of the research and development costs we incur in relation to our government contracts. Revenues are recognized as services are performed, proportionally as research and development costs are incurred, or as defined milestones are achieved.

We anticipate fluctuations in our annual and quarterly results of operations due to uncertainty regarding, among other factors:

 

the timing, cost and volume of sales of our OLED materials;

 

the timing of our receipt of license fees and royalties, as well as fees for future technology development and evaluation;

 

the timing and magnitude of expenditures we may incur in connection with our ongoing research and development and patent-related activities; and

 

the timing and financial consequences of our formation of new business relationships and alliances.

26


 

RESULTS OF OPERATIONS

Comparison of the Three Months Ended March 31, 2018 and 2017

 

 

 

Three Months Ended March 31,

 

 

 

 

 

 

2018

 

 

2017

 

 

Increase (Decrease)

 

REVENUE

 

$

43,572

 

 

$

55,566

 

 

$

(11,994

)

COST OF SALES

 

 

7,458

 

 

 

12,987

 

 

 

(5,529

)

Gross margin

 

 

36,114

 

 

 

42,579

 

 

 

(6,465

)

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

12,357

 

 

 

11,818

 

 

 

539

 

Selling, general and administrative

 

 

10,791

 

 

 

10,077

 

 

 

714

 

Amortization of acquired technology and other intangible assets

 

 

5,491

 

 

 

5,492

 

 

 

(1

)

Patent costs

 

 

1,725

 

 

 

1,547

 

 

 

178

 

Royalty and license expense

 

 

1,231

 

 

 

1,587

 

 

 

(356

)

Total operating expenses

 

 

31,595

 

 

 

30,521

 

 

 

1,074

 

OPERATING INCOME

 

 

4,519

 

 

 

12,058

 

 

 

(7,539

)

Interest income, net

 

 

1,271

 

 

 

671

 

 

 

600

 

Other expense, net

 

 

(47

)

 

 

(19

)

 

 

(28

)

Interest and other expense, net

 

 

1,224

 

 

 

652

 

 

 

572

 

INCOME BEFORE INCOME TAXES

 

 

5,743

 

 

 

12,710

 

 

 

(6,967

)

INCOME TAX BENEFIT (EXPENSE)

 

 

216

 

 

 

(2,345

)

 

 

2,561

 

NET INCOME

 

$

5,959

 

 

$

10,365

 

 

$

(4,406

)

Revenue

During the three months ended March 31, 2018, we recognized revenue of $43.6 million, a decrease of $12.0 million from the three months ended March 31, 2017. We believe the decrease in revenue was primarily the result of near-term weakness in the mobile display segment of the OLED display market. Despite the near-term weakness in this segment, we believe the overall OLED display market will continue to grow as expected.

Revenue derived from OLED sales comprised 94% of total revenue in the three months ended March 31, 2018 as compared to 97% in the three months ended March 31, 2017. The remaining portion of our revenue was derived from contract research services and comprised 6% and 3%, respectively of total revenue for the 2018 and 2017 quarters. Contract research services include revenue earned by our subsidiary, Adesis, which performs organic and organometallic synthetics research, development and commercialization on a contractual basis for our customers.

Cost of sales

Cost of sales for the three months ended March 31, 2018 decreased by $5.5 million as compared to the three months ended March 31, 2017 primarily due to the decline in the level of material sales. As a result, gross margin for the three months ended March 31, 2018 decreased by $6.5 million as compared to the three months ended March 31, 2017 with gross margin as a percentage of sales increasing to 83% from 77%, respectively, due to an improvement in average selling price primarily resulting from customer mix.

 

Research and development

Research and development expenses increased to $12.4 million for the three months ended March 31, 2018, as compared to $11.8 million for the three months ended March 31, 2017. The increase in research and development expenses was primarily due to higher operating costs.

Selling, general and administrative

Selling, general and administrative expenses increased to $10.8 million for the three months ended March 31, 2018, as compared to $10.1 million for the three months ended March 31, 2017. The increase in selling, general and administrative expenses was primarily due to higher employee-related and other operating costs.

27


 

Amortization of acquired technology and other intangible assets

Amortization of acquired technology and other intangible assets was $5.5 million for both of the three months ended March 31, 2018 and 2017.

Patent costs

Patent costs increased to $1.7 million for the three months ended March 31, 2018 as compared to $1.5 million for the three months ended March 31, 2017.

Royalty and license expense

Royalty and license expense decreased to $1.2 million for the three months ended March 31, 2018, as compared to $1.6 million for the three months ended March 31, 2017. The decrease was due to decreased royalties incurred under our amended license agreement with Princeton, USC, and Michigan, resulting from a decrease in qualifying material sales. See Note 7 in Notes to Consolidated Financial Statements for further discussion.

Interest income, net and other expense, net

Interest income, net was $1.3 million for the three months ended March 31, 2018, as compared to $671,000 for the three months ended March 31, 2017. The increase in interest income, net was primarily due to the increase in available-for-sale investments held in the current quarter. Other expense, net primarily consisted of net exchange gains and losses on foreign currency transactions. We recorded other expense, net of $47,000 for the three months ended March 31, 2018, as compared to other expense, net of $19,000 for the three months ended March 31, 2017.

Income tax expense

We are subject to income taxes in both the United States and foreign jurisdictions. The effective income tax rate was a benefit of 3.8% and an expense of 18.5% for the three months ended March 31, 2018 and 2017, respectively, and we recorded income tax benefit of $216,000 and income tax expense of $2.3 million, respectively. The recorded amounts include deductions for employee share awards in excess of compensation costs (“windfalls”) under ASU No. 2016-09.

Without the $1.3 million benefit of ASU No. 2016-09, for the three months ended March 31, 2018, the effective income tax rate and income tax expense would have been 19.0% and $1.1 million and for the three months ended March 31, 2017 the effective income tax rate and income tax expense would have been 28% and $3.5 million.

Liquidity and Capital Resources

Our principal sources of liquidity are our cash and cash equivalents and our investments. As of March 31, 2018, we had cash and cash equivalents of $177.2 million and short-term investments of $280.1 million, for a total of $457.3 million. This compares to cash and cash equivalents of $132.8 million, short-term investments of $287.5 million and long-term investments of $14.8 million, for a total of $435.1 million, as of December 31, 2017. 

Cash provided by operating activities was $38.8 million for the three months ended March 31, 2018, compared to cash provided by operating activities of $1.6 million for the three months ended March 31, 2017. The increase in cash provided by operating activities of $37.2 million was primarily due to a change in net operating assets and liabilities of $52.3 million, which included an increase in deferred revenue and a decrease in accounts receivable, partially offset by an increase in inventory due to lower revenue. This increase was partially offset by a decrease in net income of $4.4 million and a decrease in non-cash adjustments to net income of $10.7 million.

Cash provided by investing activities was $14.4 million for the three months ended March 31, 2018, as compared to cash used in investing activities of $40.1 million for the three months ended March 31, 2017. The increase in cash provided by investing activities of $54.5 million was primarily due to the timing of maturities and purchases of investments resulting in net sales of $23.1 million for the three months ended March 31, 2018, as compared to net purchases of $39.5 million for the three months ended March 31, 2017, partially offset by an increase in purchases of property, plant and equipment of $8.1 million. The increase in property, plant and equipment included the purchase of research and development lab equipment as well as expansion of our Adesis manufacturing facility in Delaware.

28


 

Cash us ed in financing activities was $8.9 million for the three months ended March 31, 2018, as compared to $4.8 million for the three months ended March 31, 2017. The increase in cash used in financing activities of $4.2 million was due to an increase in the pa yment of withholding taxes related to stock-based compensation to employees of $2.3 million, an increase in the cash payment of dividends in the current year of $1.4 million and repurchase of common stock of $477,000.

Working capital was $448.7 million as of March 31, 2018, compared to $455.4 million as of December 31, 2017. The decrease in working capital was primarily due to an increase in deferred revenue and a decrease in accounts receivable, partially offset by an increase in cash and cash equivalents and inventory.

We anticipate, based on our internal forecasts and assumptions relating to our operations (including, among others, assumptions regarding our working capital requirements, the progress of our research and development efforts, the availability of sources of funding for our research and development work, and the timing and costs associated with the preparation, filing, prosecution, maintenance, defense and enforcement of our patents and patent applications), that we have sufficient cash, cash equivalents and short-term investments to meet our obligations for at least the next twelve months.

We believe that potential additional financing sources for us include long-term and short-term borrowings, public and private sales of our equity and debt securities and the receipt of cash upon the exercise of outstanding stock options. It should be noted, however, that additional funding may be required in the future for research, development and commercialization of our OLED technologies and materials, to obtain, maintain and enforce patents respecting these technologies and materials, and for working capital and other purposes, the timing and amount of which are difficult to ascertain. There can be no assurance that additional funds will be available to us when needed, on commercially reasonable terms or at all, particularly in the current economic environment.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect our reported assets and liabilities, revenues and expenses, and other financial information. Actual results may differ significantly from our estimates under other assumptions and conditions.

We believe that our accounting policies related to revenue recognition and deferred revenue, inventories, and income taxes are our “critical accounting policies” as contemplated by the SEC.

Refer to our Annual Report on Form 10-K for the year ended December 31, 2017, for additional discussion of our critical accounting policies.

Contractual Obligations

Refer to our Annual Report on Form 10-K for the year ended December 31, 2017 for a discussion of our contractual obligations.

Off-Balance Sheet Arrangements

As of March 31, 2018, we had no off-balance sheet arrangements in the nature of guarantee contracts, retained or contingent interests in assets transferred to unconsolidated entities (or similar arrangements serving as credit, liquidity or market risk support to unconsolidated entities for any such assets), or obligations (including contingent obligations) arising out of variable interests in unconsolidated entities providing financing, liquidity, market risk or credit risk support to us, or that engage in leasing, hedging or research and development services with us.

 

 

ITEM 3.

QUANTITATIVE AND QU ALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not utilize financial instruments for trading purposes and hold no derivative financial instruments, other financial instruments or derivative commodity instruments that could expose us to significant market risk other than our investments disclosed in “Fair Value Measurements” in Note 4 to the Consolidated Financial Statements included herein. We generally invest in investment grade financial instruments to reduce our exposure related to investments. Our primary market risk exposure with regard to such financial instruments is to changes in interest rates, which would impact interest income earned on investments. However, based upon the conservative nature of our investment portfolio and current experience, we do not believe a decrease in investment yields would have a material negative effect on our interest income.

29


 

Substantially all our revenue is derived from outside of North America. All revenue is primarily denominated in U.S. dollars and therefore we bear n o significant foreign exchange risk.

 

 

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this report, are effective to provide reasonable assurance that the information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. However, a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Patent Related Challenges and Oppositions

Each major jurisdiction in the world that issues patents provides both third parties and applicants an opportunity to seek a further review of an issued patent. The process for requesting and considering such reviews is specific to the jurisdiction that issued the patent in question, and generally does not provide for claims of monetary damages or a review of specific claims of infringement. The conclusions made by the reviewing administrative bodies tend to be appealable and generally are limited in scope and applicability to the specific claims and jurisdiction in question.

We believe that opposition proceedings are frequently commenced in the ordinary course of business by third parties who may believe that one or more claims in a patent do not comply with the technical or legal requirements of the specific jurisdiction in which the patent was issued. We view these proceedings as reflective of our goal of obtaining the broadest legally permissible patent coverage permitted in each jurisdiction. Once a proceeding is initiated, as a general matter, the issued patent continues to be presumed valid until the jurisdiction’s applicable administrative body issues a final non-appealable decision. Depending on the jurisdiction, the outcome of these proceedings could include affirmation, denial or modification of some or all of the originally issued claims. We believe that as OLED technology becomes more established and as our patent portfolio increases in size, so will the number of these proceedings.

Below are summaries of certain active proceedings that have been commenced against issued patents that are either exclusively licensed to us or which are now assigned to us. We do not believe that the confirmation, loss or modification of our rights in any individual claim or set of claims that are the subject of the following legal proceedings would have a material impact on our materials sales or licensing business or on our consolidated financial statements, including our consolidated statements of income, as a whole. However, as noted within the descriptions, some of the following proceedings involve issued patents that relate to our fundamental phosphorescent OLED technologies and we intend to vigorously defend against claims that, in our opinion, seek to restrict or reduce the scope of the originally issued claim, which may require the expenditure of significant amounts of our resources. In certain circumstances, when permitted, we may also utilize the proceedings to request modification of the claims to better distinguish the patented invention from any newly identified prior art and/or improve the claim scope of the patent relative to commercially important categories of the invention. The entries marked with an "*" relate to our UniversalPHOLED® phosphorescent OLED technology, some of which may be commercialized by us.

Opposition to European Patent No. 1394870*

On April 20, 2010, Merck Patent GmbH; BASF Schweitz AG of Basel, Switzerland; Osram GmbH of Munich, Germany; Siemens Aktiengesellschaft of Munich, Germany; and Koninklijke Philips Electronics N.V., of Eindhoven, The Netherlands filed Notices of Opposition to European Patent No.1394870 (the EP '870 patent). The EP '870 patent, which was issued on July 22, 2009, is a European

30


 

counterpart patent, in part, to U.S. patents 6,303,238; 6,579,632; 6,872,477; 7,279,235; 7,279,237; 7,488,542; 7,563,519; and 7,901,795; and to pending U.S. patent application 13/035,051, filed on February 25, 2011 (hereinafter the “U.S. '238 Patent Family”). They are exclusively licensed to us by Princeton, and we are required to pay all legal costs and fees associated with this proceeding.

An Oral Hearing was held before an EPO panel of first instance in Munich, Germany, on April 8-9, 2014. The panel rejected the original claims and amended the claims to comply with EPO requirements by more narrowly defining the scope of the claims. The '870 patent, in its amended form, was held by the panel to comply with the EPO requirements. We appealed the ruling to reinstate a broader set of claims. Subsequent to the filing of the appeal, BASF withdrew its opposition to the patent. A hearing on the merits of the appeal was held in the first quarter of 2018, and the ‘870 patent, in its amended form, was held by the panel to comply with the EPO requirements. A written opinion confirming the holding was subsequently issued by the board, thereby closing the opposition proceedings to any further challenges or changes.

Opposition to European Patent No. 1390962

On November 16, 2011, Osram AG and BASF SE each filed a Notice of Opposition to European Patent No. 1390962 (EP '962 patent), which relates to our white phosphorescent OLED technology. The EP '962 patent, which was issued on February 16, 2011, is a European counterpart patent to U.S. patents 7,009,338 and 7,285,907. They are exclusively licensed to us by Princeton, and we are required to pay all legal costs and fees associated with this proceeding.

The EPO combined the oppositions into a single opposition proceeding, and a hearing was held in December 2015, wherein the EPO Opposition Division revoked the patent claims for alleged insufficiencies under EPC Article 83.  We believe the EPO's decision relating to the original claims is erroneous, and we have appealed the decision. Subsequent to the filing of the appeal, BASF withdrew its opposition to the patent. This patent, as originally granted, is deemed valid during the pendency of the appeals process.

At this time, based on our current knowledge, we believe that the patent being challenged should be declared valid, and that all or a significant portion of our claims should be upheld. However, we cannot make any assurances of this result.

Opposition to European Patent No. 1933395*

On February 24 and 27, 2012, Sumitomo, Merck Patent GmbH and BASF SE filed oppositions to our European Patent No. 1933395 (the EP '395 patent). The EP ‘395 patent is a counterpart patent to the EP ‘637 patent, and, in part, to the U.S. Patents 7,001,536, 6,902,830 and 6,830,828 and to JP patents 4358168 and 4357781. This patent is exclusively licensed to us by Princeton, and we are required to pay all legal costs and fees associated with this proceeding.

At an Oral Hearing on October 14, 2013, the EPO panel issued a decision that affirmed the basic invention and broad patent coverage in the EP '395 patent, but narrowed the scope of the original claims.

On February 26, 2014, we appealed the ruling to reinstate a broader set of claims. The patent, as originally granted by the EPO, is deemed to be valid during the pendency of the appeals process. Two of the three opponents also filed their own appeals of the ruling. In January 2015, Sumitomo withdrew its opposition of the '395 patent, and the EPO accepted the withdrawal notice. The appeal proceedings were held in the second quarter of 2016. As a result of the proceedings, the board concluded the oral proceedings and proposed to reinstate a broader set of claims pending the resolution of a remaining question of the applicable law, a question that the board has deferred to the Enlarged Board of Appeals for review. The originally-granted claims remain in force during the pendency of this process. In December 2017, the Enlarged Board of Appeals issued a written opinion in which it has generally followed our reasoning regarding the question of law. We expect the written opinion to be used as guidance by the EPO opposition panel when the oral proceedings are rescheduled. The originally-granted claims remain in force during the pendency of this process.

In addition to the above proceedings and now concluded proceedings which have been referenced in prior filings, from time to time, we may have other proceedings that are pending which relate to patents we acquired as part of the Fujifilm patent or BASF OLED patent acquisitions or which relate to technologies that are not currently widely utilized in the marketplace.

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors previously discussed in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017.

31


 

ITEM 2.

UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS

Share Repurchases

During the quarter ended March 31, 2018, we acquired 52,481 shares of common stock through transactions related to the vesting of restricted share awards previously granted to our employees. Upon vesting, the employees turned in shares of common stock in amounts sufficient to pay the minimum statutory tax withholding at rates required by the relevant tax authorities.

The following table provides information relating to the shares we received and repurchased during the first quarter of 2018 (dollar amounts in thousands, other than per share amounts):

 

Period

 

Total Number of Shares Purchased

 

 

Weighted Average Price Paid per Share

 

January 1 - January 31

 

 

371

 

 

$

194.76

 

February 1 - February 28

 

 

156

 

 

 

154.95

 

March 1 - March 31

 

 

51,954

 

 

 

119.05

 

Total

 

 

52,481

 

 

 

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

32


 

ITEM 6.

EXHIBITS

The following is a list of the exhibits filed as part of this report. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated parenthetically, together with a reference to the filing indicated by footnote.

 

Exhibit

Number

 

Description

 

 

 

10.1*#

 

OLED Patent License Agreement, dated February 13, 2018, by and between Universal Display Corporation and Samsung Display Co., Ltd.

10.2*#

 

Supplemental OLED Material Purchase Agreement, dated February 13, 2018, by and between Universal Display Corporation and Samsung Display Co., Ltd.

31.1*

 

Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

 

 

 

31.2*

 

Certifications of Sidney D. Rosenblatt, Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

 

 

 

32.1**

 

Certifications of Steven V. Abramson, Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

 

 

 

32.2**

 

Certifications of Sidney D. Rosenblatt, Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. Section 1350. (This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Further, this exhibit shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.)

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

Explanation of footnotes to listing of exhibits:

 

*

 

Filed herewith.

**

 

Furnished herewith.

#

 

Confidential treatment has been requested as to certain portions of this exhibit pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

 

 

33


 

SIGNA TURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

 

 

 

UNIVERSAL DISPLAY CORPORATION

 

 

 

 

 

Date: May 3, 2018

 

By:  /s/ Sidney D. Rosenblatt

 

 

 

Sidney D. Rosenblatt

 

 

 

Executive Vice President, Chief Financial Officer,

 

 

 

Treasurer and Secretary

 

 

 

34

Exhibit 10.1

Note:  Throughout this document, certain confidential material contained herein has been omitted and has been separately filed with the Commission. Each place where such an omission has been made is marked with an [***]

 

OLED PATENT LICENSE AGREEMENT

 

THIS OLED PATENT LICENSE AGREEMENT (this “ Agreement ”) is entered into effective as of January 1, 2018 (the “ Effective Date ”), by and between Samsung Display Co., Ltd. (“ SDC ”), an entity incorporated under the laws of the Republic of Korea and having a place of business at 1 Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Korea, and Universal Display Corporation (“ Universal Display ”), an entity incorporated under the laws of the Commonwealth of Pennsylvania, U.S.A. and having a place of business at 375 Phillips Boulevard, Ewing, New Jersey 08618, U.S.A.

BACKGROUND

WHEREAS, Universal Display has rights in certain patents concerning Organic Light Emitting Devices;

WHEREAS, SDC previously obtained license rights to practice under certain ones of these patents under an OLED PATENT LICENSE AGREEMENT effective as of August 22, 2011, including any agreement supplemental thereto (the “2011 License Agreement”); and

WHEREAS, SDC desires to obtain license rights to continue its practice under these patents beyond the expiration or termination of the 2011 License Agreement.

NOW, THEREFORE, intending to be legally bound, SDC and Universal Display agree as follows:

AGREEMENT

Article 1 Definitions

In addition to other terms defined elsewhere herein, the following terms shall have their corresponding meanings when used in this Agreement.

1.1 Affiliate ” means a corporation, partnership, trust or other entity that directly or indirectly (through one or more intermediates) controls, is controlled by or is under common control with the party in question.  For such purposes, “control,” “controlled by” and “under common control with” shall mean the ability to make, or participate meaningfully in the making of, business decisions on behalf of the relevant entity and/or such party, as applicable.  “Control” shall be presumed where the party in question owns fifty percent (50%) or more of the voting or other similar interests in the relevant entity.

1.2 Licensed Product ” means an OLED Display Module, or any product or part thereof that incorporates such an OLED Display Module, which OLED Display Module is made using a Permitted Process and which (a) is covered, in whole or in part, by any Valid Claim(s); and/or (b) is manufactured using a process that is covered, in whole or in part, by any Valid Claim(s).

 


 

1.3 Reserved .

1.4 OLED ” or “ Organic Light Emitting Device ” means a device consisting of two electrodes, at least one of which is transparent, together with one or more chemical substances deposited between these two electrodes, at least one of which chemical substances is an organic or organometallic material, which device emits light when a voltage is applied across the electrodes.

1.5 OLED Display Module ” means a device designed for use in display applications (which expressly exclude lighting applications), which device includes an active matrix OLED that may contain one or more colors of Phosphorescent Materials [***] .  For avoidance of doubt, the term OLED Display Module as used in this Agreement, and particularly for the purpose of Section 1.2, includes a product containing an OLED device, such as, e.g. , an all fluorescent OLED device, that contains therein no Phosphorescent Material.   [***]

1.6 Permitted Process ” means any method of manufacture other than organic vapor phase deposition or organic vapor jet printing, as described in any of the Universal Display issued patents or pending published patent applications.

1.7 Permitted Sublicensees ” means, unless otherwise separately agreed by the parties in writing, entities in which SDC has an ownership or other similar controlling interest of [***] percent [***] or more, which entities do not have, and are not Affiliates of entities (other than SDC ) that have, their own OLED programs.  Such entities shall be Permitted Sublicensees only for so long as they continue to satisfy the foregoing requirements .

1.8 Phosphorescent Material ” means an organometallic or other organic material intended to be used in the emissive layer of an OLED, and that when so used in the emissive layer, emits radiation from a triplet excited state or enhances the emission of radiation through phosphorescent sensitization.

1.9 Reserved .

1.10 Universal Display Patents ” means all patents, the design patents and the utility models (a) issued/registered in any country or territory in the world as of the Effective Date; or (b) issued/registered from the patent applications filed before or during the Term subject to Section 2.2 below, which Universal Display and/or its Affiliates at anytime during the Term own (it being understood that any ownership transfer of such patents shall be subject to the license rights granted to SDC hereunder), or at any time during the Term have the right to grant license thereunder.  Subject to Section 2.2, Universal Display Patents shall specifically include, without limitation, those patents, the design patents and the utility models, for which Universal Display and/or its Affiliates have obtained, or will obtain at anytime during the Term (including, without limitation, those patents acquired by its wholly-owned subsidiary UDC Ireland Limited from FujiFilm Corporation in 2012 and BASF SE in 2016) [***] .

1.11 Valid Claim ” means a claim of an issued/registered and unexpired Universal Display Patent, which claim has not been finally held unpatentable, invalid or unenforceable by a court or other government agency of competent jurisdiction.

 


 

Article 2 License Rights

2.1 Grant of License to SDC .  Subject to the remaining provisions of this Article 2, Universal Display hereby grants to SDC a worldwide, non-exclusive and non-transferable (except in connection with a permitted transfer of this Agreement as a whole) license under the Universal Display Patents, solely to manufacture (including the right to practice methods, processes and procedures), have manufactured by its Permitted Sublicensees, sell, offer for sale, use, lease, import, distribute and otherwise dispose of Licensed Products.  SDC shall be permitted to grant sublicenses of the foregoing license rights solely to its Permitted Sublicensees, provided that (a) each such sublicense shall be pursuant to a written agreement between SDC and the Permitted Sublicensee, which written agreement shall obligate the Permitted Sublicensee to abide by the scope of license and other provisions of this Agreement that are applicable to Permitted Sublicensees; (b) in addition to its other rights or remedies hereunder, Universal Display shall be expressly identified in the written sublicense agreement as a third-party beneficiary thereof, entitled to enforce the scope of license and other applicable provisions of this Agreement directly against the Permitted Sublicensee; (c) SDC shall identify the name and business address of each such Permitted Sublicensee to Universal Display in writing promptly following its entry into a written sublicense agreement with the Permitted Sublicensee; and (d) SDC shall use its best efforts to cause each Permitted Sublicensee abide by the scope of license and other applicable provisions of this Agreement.

2.2 License Rights to Future Patents .  To the extent Universal Display and/or its Affiliates have the right to do so, SDC’s license rights under Section 2.1 above will be expanded to include, and Universal Display and its Affiliates hereby grant to SDC a license under, additional patents, for which Universal Display and/or its Affiliates at anytime during the Term acquires the ownership interest or the right to grant license thereunder, to the extent such additional patents cover SDC’s manufacture, use, importation, or sale of OLED Display Modules through Permitted Processes as contemplated hereunder, but excluding any such patents which (a) are acquired by Universal Display through a merger, asset acquisition or other similar transaction, and (b) do not relate to phosphorescent OLED technology (“Non-Phosphorescent Patents”), unless separately agreed in writing.   [***]

2.3 No Right to Make OLED Materials .  Except as may otherwise be expressly agreed to by the parties in writing, nothing in this Agreement shall be construed as authorizing or otherwise permitting SDC or its Permitted Sublicensees, or any third parties claiming through them, to practice under any Universal Display Patents for purposes of manufacturing Phosphorescent Materials or other OLED materials, or having Phosphorescent Materials or other OLED materials manufactured for them or on their behalf.

2.4 Reserved .

2.5 [***]

2.6 Patents on SDC Improvements .  SDC hereby covenants not to assert or assist third-parties in asserting, and SDC shall ensure that its Permitted Sublicensees do not assert or assist third-parties in asserting, any of its or their patents claiming improvements, modifications or enhancements to the inventions described in the Universal Display Patents (“ SDC Improvements ”)

 


 

against Universal Display or its Affiliates solely for their conduct of research and development activities.  SDC shall, and shall cause its Permitted Sublicensees to, condition each assignment or exclusive license of any patent claiming a SDC Improvement on the assignee or licensee agreeing to covenant the same to Universal Display in writing.

2.7 Reservation of Rights .  Except for the license rights expressly granted to SDC under this Article 2, all rights to practice under the Universal Display Patents are reserved unto Universal Display and its licensors.  Except for the express covenants of SDC and its Permitted Sublicensees under this Article 2, all rights to practice under any patents claiming SDC Improvements are reserved unto SDC and its Permitted Sublicensees.  No implied rights or licenses to practice under any patents or to utilize any unpatented inventions, know-how or technical information of either party are granted to the other party hereunder.  For clarification, the license granted under Section 2.1 does not include Phosphorescent Materials covered by the Universal Display Patents unless such materials are purchased from Universal Display.

2.8 Release . Universal Display, on behalf of itself, and each of its Affiliates and its and their respective predecessors, successors, and assigns, does hereby for their and their respective legal successors, heirs and assigns, release, acquit and discharge SDC or its Permitted Sublicensees and its and their respective officers, directors, employees, agents, successors, assigns, representatives and attorneys, and its direct and indirect customers, distributors, dealers, and resellers, from any and all claims or liabilities of any kind and nature, at law, in equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (i) to the extent arising from infringement before the Effective Date of any of Universal Display Patents by Licensed Products (whether direct, contributory or by inducement, and whether or not willful) based on any acts of SDC or its Permitted Sublicensees prior to the Effective Date, or (ii) arising from infringement of any Universal Display Patents (whether direct, contributory or by inducement, and whether or not willful) based on Licensed Products manufactured or sold prior to the Effective Date; provided, however, this release shall apply only to the extent of the rights held by Universal Display. For clarifications, the release granted under this Section 2.8 does not include release of any material suppliers to SDC or its Permitted Sublicensees for any manufacture or supply of material prior to the Effective Date.

Article 3 Patent Matters

3.1 Patent Validity .  To the extent permitted by law, SDC shall not, and shall ensure that its Permitted Sublicensees do not, challenge or assist others in challenging the validity or enforceability of any of the Universal Display Patents or their counterpart foreign patent applications.

Article 4 Consideration

4.1 License Fees .  In consideration of the license rights granted by Universal Display hereunder, SDC shall pay to Universal Display the license fees specified in Exhibit A hereto.  Said license fees are due and payable on the date(s) specified in Exhibit A hereto.  Except as may otherwise be specified in Exhibit A hereto, all license fees shall be non-refundable and payment thereof shall be irrevocable and unconditional.

 


 

4.2 Acknowledgement .  Both parties acknowledge and agree that the license fees and the methods by which they are to be paid have been determined through arms length negotiations between the parties and that such fees and methods are reasonable and appropriate notwithstanding whether and to what extent any of the Universal Display Patents have or are in the future issued, expired, invalidated, modified or limited in any manner in any particular country in which Licensed Products are made, sold or used , and notwithstanding the actual number and/or types of License Products SDC may sell or make during the Term of this Agreement .

4.3 Reserved .

4.4 Reserved .

4.5 [***]

Article 5 Payment Terms; Audit Rights

5.1 Payments .  All amounts due to Universal Display hereunder shall be paid in U.S. Dollars by wire transfer to a bank designated by Universal Display in writing, or by such other means as the parties may agree in writing.  Universal Display’s current wire instructions are as follows:

[***]

 

Each payment is fully earned and shall be nonrefundable once made.  Subject to Section 5.2, all payments due hereunder shall be made without set-off, deduction or credit for any amount owed (or alleged to be owed) by Universal Display to SDC or any of its Affiliates.  Universal Display may require SDC to pay interest on any late payments (i.e., the payment remaining unpaid past the applicable due date as provided in Exhibit A hereto) at a per annum rate equal to the Prime Rate as published in The Wall Street Journal on the due date of payment plus [***] percent [***] .

 

5.2 Payment Authorization and Withholding Taxes .  SDC shall secure all authorizations required for payment of all amounts due to Universal Display hereunder. The parties shall cooperate in good faith and use their reasonable best efforts to promptly obtain an exemption from the Korean government that would eliminate the requirement for SDC to withhold taxes from any amounts payable to Universal Display hereunder.  If, however, the Korean government requires that income taxes on the payments by SDC under this Agreement be withheld and remitted directly to such tax authority on behalf of Universal Display, Universal Display authorizes SDC to do so.  Promptly upon making each such tax payment, SDC shall obtain and forward to Universal Display the official tax receipt(s) issued by the Korean government to support Universal Display’s claim to applicable tax credits.

5.3 Payment Restriction .  All license fees shall be paid to Universal Display without deduction of currency exchange fees or other similar fees.  If at any time the legal restrictions of a country outside of the United States prevent SDC from paying Universal Display any amounts due hereunder, Universal Display may direct SDC to make such payment to Universal Display’s account in a bank or other depository of such country.

5.4 Reserved .

 


 

Article 6 Confidentiality and Publicity

6.1 Obligations of Confidentiality and Non-Use .  Each party (the “ Recipient ”) shall handle and maintain all Confidential Information of the other party in accordance with the following terms and conditions:

6.1.1 Recipient shall not publish, disclose or otherwise disseminate any Confidential Information of the other party, except to such of Recipient’s employees and agents who have a “need to know” it to accomplish the purposes of this Agreement, and then only if such persons previously have agreed in writing to handle and maintain such Confidential Information in accordance with the provisions of this Agreement or provisions substantially similar thereto.  Disclosure or dissemination of Confidential Information of the other party to any other persons or entities requires the prior written approval of such other party.

6.1.2 Recipient shall maintain all Confidential Information of the other party in a safe and secure place to prevent any unauthorized access to or disclosure of such Confidential Information.

6.1.3 Recipient shall not utilize, reproduce or otherwise exploit any Confidential Information of the other party, or permit or assist others to utilize, reproduce or otherwise exploit such Confidential Information, except as is reasonably necessary to accomplish the purposes of this Agreement.

6.1.4 Promptly upon learning of any unauthorized use or disclosure of any Confidential Information of the other party, Recipient shall (i) provide the other party with written notice thereof; (ii) take such other steps as are reasonably requested by the other party in order to limit the effects of such use or disclosure; and (iii) take steps to prevent any further unauthorized use or disclosure of such Confidential Information.

6.1.5 Promptly upon the expiration or sooner termination of this Agreement, Recipient shall return to the other party, destroy and/or delete from Recipient’s records and computer systems all Confidential Information of the other party, including any copies or portions thereof, in Recipient’s possession or control; provided, however, that Recipient may retain one copy of documents incorporating Confidential Information for archival purposes only.  Within thirty (30) days following the other party’s written request, Recipient shall provide the other party with a certificate of Recipient’s compliance with the foregoing requirements. Nothing in this Agreement requires a party to return or destroy any information that it is required by law to retain.

6.2 Definition of Confidential Information .  As used herein, “ Confidential Information ” of a party means all proprietary or confidential information, in written, oral or electronic form, relating to such party’s or its licensors’, suppliers’ or business partners’ technologies, materials, research programs, operations, pricing, relationships and/or financial or business condition that is (a) disclosed in writing and marked as “Confidential”, “Proprietary” or with similar words at the time of disclosure; or (b) orally or otherwise visually disclosed and identified as confidential or proprietary at the time of disclosure and confirmed as such in writing within thirty (30) days thereafter.  Notwithstanding the foregoing, “Confidential Information” of a party shall not include any information that:

 


 

6.2.1 is approved by such party in writing for release by Recipient without restriction;

6.2.2 Recipient can demonstrate by written records was previously known to Recipient other than through a prior disclosure by such party or any third party with an obligation of confidentiality to such party;

6.2.3 is publicly known as of the date of this Agreement, or becomes public knowledge subsequent thereto, through no act or omission of Recipient or any third party receiving such information from or through Recipient;

6.2.4 is obtained by Recipient in good faith from a third party without the violation of any obligation of confidentiality to such party by either Recipient or the third party; or

6.2.5 is independently developed by or on behalf of Recipient without the benefit of such party’s Confidential Information, as shown by competent written records.

6.3 Disclosure Required by Law .  This Agreement shall not restrict Recipient from disclosing any Confidential Information of the other party to the extent required by applicable law, or by the order of any court or government agency; provided, however, that Recipient shall afford the other party prompt notice of such law or order, so that the other party may interpose an objection to such disclosure or take whatever other actions the other party deems appropriate to protect such Confidential Information, and provided further that Recipient shall use all reasonable efforts to (a) limit such disclosure to only that Confidential Information which is required to be disclosed, and (b) ensure that the person or entity to whom such Confidential Information is disclosed agrees to keep it confidential.

6.4 Responsibility for Personnel .  Recipient shall be responsible for the acts or omissions of any persons or entities receiving Confidential Information of the other party from or through Recipient to the extent such acts or omissions, if by Recipient, would constitute violations of this Agreement by Recipient.

6.5 Universal Display’s Licensors .  Notwithstanding the foregoing, Universal Display shall have the right to provide an unredacted copy of this Agreement to each of [***] ; provided that in such case Universal Display shall cause such third-party licensors to have first agreed in writing to handle and maintain such items in accordance with the provisions of this Article 6, or provisions substantially similar thereto, and further provided that such agreement in writing is provided to SDC.

6.6 Confidentiality of this Agreement .  The terms of this Agreement shall be deemed Confidential Information of each party and shall be treated as such by both parties.  Notwithstanding the foregoing sentence, either party may disclose in its public filings such of the terms of this Agreement as are reasonably required for such party to comply with applicable securities laws and regulations, including, without limitation, by filing an appropriately redacted copy of this Agreement in connection therewith. Provided that such party filing such redacted copy of this Agreement under this Section 6.6 shall prior to such filing provide the other party with such

 


 

redacted copy proposed to be filed , and shall seek the written consent by the other party, which consent shall not be unreasonably withheld.

6.7 Press Releases and Other Public Disclosure .  Within [***] business days following the execution of this Agreement, so as to coincide with Universal Display’s filing with the U.S. Securities and Exchange Commission of a Current Report on Form 8-K (the content of which shall be substantially as set forth in Exhibit C hereto), Universal Display shall issue a press release, the content of which shall be substantially as provided in Exhibit B hereto.   [***]   Nothing herein shall prohibit either party from making any disclosure of this Agreement or the terms hereof to the extent required by law or regulation.

6.8 Reserved .

Article 7 Representations and Warranties; Disclaimers and Limitations of Liability

7.1 Warranties by Both Parties .  Each party represents and warrants to the other that such party has the right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that such performance will not violate any other agreement or understanding by which such party is bound.

7.2 Further Warranty by Universal Display .  Universal Display additionally represents and warrants to SDC that Universal Display owns or has sufficient rights in the Universal Display Patents to grant the licenses granted to SDC hereunder, including those patents acquired from Fujifilm Corporation and BASF SE by its wholly owned subsidiary UDC Ireland Limited.

7.3 Reserved .

7.4 Disclaimer of Additional Warranties .  ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, VALIDITY, QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY EACH PARTY.  In particular, Universal Display makes no representations or warranties that SDC will be able to manufacture, sell or use any Licensed Products without obtaining additional license rights from third parties.

7.5 Required Disclaimer of Princeton University and USC .  PRINCETON UNIVERSITY, USC AND MICHIGAN MAKE NO REPRESENTATIONS AND WARRANTIES AS TO THE PATENTABILITY AND/OR DISCOVERIES INVOLVED IN ANY OF THE UNIVERSAL DISPLAY PATENTS LICENSED HEREUNDER.  PRINCETON UNIVERSITY, USC AND MICHIGAN MAKE NO REPRESENTATION AS TO PATENTS NOW HELD OR WHICH WILL BE HELD BY OTHERS IN ANY FIELD AND/OR FOR ANY PARTICULAR PURPOSE.  PRINCETON UNIVERSITY, USC AND MICHIGAN MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.6 Limitation on Certain Damages .  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL,

 


 

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT.  The foregoing limitation shall not limit either party’s liability to the other party for: (a) any claims of bodily injury or damage to tangible property resulting from such party’s gross negligence or willful misconduct, (b) any infringement of the other party’s patents or unauthorized use of the other party’s proprietary materials or information; or (c) any breach of the provisions of Article 6 respecting the other party’s Confidential Information.

7.7 Essential Part of the Bargain .  The parties acknowledge that the disclaimers and limitations of liability set forth in this Article 7 reflect a deliberate and bargained for allocation of risks between them and are intended to be independent of any exclusive remedies available under this Agreement, including any failure of such a remedy to achieve its essential purpose.

Article 8 Term and Termination

8.1 Term .  Unless otherwise extended by mutual written agreement of the parties, the term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue until December 31, 2022, or through the date on which this Agreement is terminated as permitted hereunder, whichever occurs sooner.  Unless otherwise expressly agreed in writing by the parties, all licenses granted under this Agreement shall expire immediately at the end of the Term.

8.2 Termination for Breach .  Either party may terminate this Agreement on written notice to the other party if the other party materially breaches this Agreement or the 2011 License Agreement and fails to cure such breach within thirty (30) days following written notice thereof by the terminating party.

8.3 Termination for Challenge of Patents .  Universal Display may terminate this Agreement immediately on written notice if SDC or any of its Affiliates asserts or assists another in asserting, before any court, patent office or other governmental agency, that any of the Universal Display Patents, or their counterpart foreign patent applications, is invalid or unenforceable.

8.4 Other Termination .  Either party may terminate this Agreement on written notice to the other party if the other party permanently ceases conducting business in the normal course, becomes insolvent or is adjudicated bankrupt, makes a general assignment for the benefit of its creditors, admits in writing its inability to pay its debts as they become due, permits the appointment of a receiver for its business or assets, or initiates or becomes the subject of any bankruptcy or insolvency proceedings which proceedings, if initiated involuntarily, are not dismissed with sixty (60) days thereafter.

8.5 Survival .  The following provisions of this Agreement shall survive the expiration or earlier termination of this Agreement:  (a) Articles 5 through 9; (b) any unfulfilled payment obligations of SDC to the extent not excused due to Universal Display’s breach; and (c) any other provisions necessary to interpret the respective rights and obligations of the parties hereunder.

Article 9 Miscellaneous

9.1 Independent Contractors .  This Agreement is not intended by the parties to constitute, create, give effect to, or otherwise recognize a joint venture, partnership, or formal

 


 

business organization of any kind.  Each party hereto shall act as an independent contractor and neither shall act as an agent of the other for any purpose.  Neither party has the authority to assume or create any obligation, express or implied, on behalf of the other.

9.2 Force Majeure .  Neither party shall be in breach of this Agreement for any failure of performance (other than a failure to pay amounts due and owing hereunder) caused by an event beyond its reasonable control and not due to its or its Affiliates’ fault or negligence.  In the event that such a force majeure event occurs, the party unable to perform shall promptly notify in writing the other party of such non-performance and its expected duration.  In addition, such party shall in good faith maintain such partial performance of this Agreement as is reasonably practicable, shall use all reasonable efforts to overcome the cause of nonperformance by immediately taking reasonable steps to limit or minimize the consequences of such force majeure and shall resume full performance as soon as is reasonably practicable.  The end of the force majeure shall also be reported in writing.

9.3 Non-Assignment .  This Agreement and the rights and obligations of the parties hereunder shall not be assigned or transferred by either party without the prior written consent of the other party, except that either party may assign or transfer this Agreement, in its entirety, to a successor in interest to all or substantially all of such party’s business or assets to which this Agreement relates, whether by merger, acquisition or otherwise.  Either party may assign or transfer this Agreement, in its entirety, to a wholly owned Affiliate thereof, subject to the written consent of the other party, which consent shall not be unreasonably withheld.  Notwithstanding the foregoing, SDC may not assign or transfer this Agreement to a third party with whom Universal Display is then-engaged in litigation or other formal adversarial or dispute resolution proceedings respecting the Universal Display Patents.  Should SDC assign or transfer this Agreement, whether by merger, acquisition or otherwise, to a third party with an existing OLED display business, or should SDC acquire the existing OLED display business of any third party, the license rights granted to SDC under this Agreement shall not extend to any current or future products of such third party’s OLED display business unless otherwise expressly agreed to by Universal Display in writing.  Moreover, should Universal Display have already entered into a similar license agreement with the third party at the time of such assignment, transfer or acquisition, there shall be no reduction of the payment or other obligations of SDC under this Agreement as they pertain to products of SDC’s OLED display business, or of such third party under its similar license agreement as they pertain to products of the third party’s OLED display business, unless otherwise expressly agreed to by Universal Display in writing.  Nothing herein shall confer any rights upon any person other than the parties hereto and their respective successors and permitted assigns.

9.4 Non-Use of Certain Names .  SDC shall not use the names of Princeton University, USC or Michigan in connection with any products, promotion or advertising without the prior consent of Princeton University, USC or Michigan, as applicable, except to the extent reasonably required by law.  Notwithstanding the foregoing sentence, SDC may state that its license rights hereunder are derivative of rights granted by Princeton University, USC and Michigan to Universal Display under the license agreement between them.

9.5 Equitable Relief .  In the event of a party’s actual or reasonably anticipated infringement of the other party’s patents, unauthorized use of the other party’s proprietary materials or information; or breach of the provisions of Article 6 respecting the other party’s

 


 

Confidential Information, such other party shall be entitled to seek injunctive or other equitable relief restraining such activity without the necessity of proving actual damages or posting any bond or other security.  Such relief shall be in addition to, and not in lieu of, any other remedies that may be available to the other party, at law or equity, including, without limitation, an action for the recovery of damages.

9.6 Choice of Law; Dispute Resolution .  This Agreement and the relationship of the parties hereunder shall be interpreted and governed in accordance with the federal laws of the United States of America and the laws of the State of New York, U.S.A., without regard to any principles respecting conflicts of law.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

9.7 Notices .  All notices and other communications under this Agreement shall be in writing and hand delivered or sent by facsimile or e-mail transmission with confirmation of receipt, commercial overnight courier with written verification of receipt, or certified or registered mail, postage prepaid and return receipt requested; provided, however, that all notices concerning any dispute or any alleged breach or termination of this Agreement, in whole or in part, must be sent by overnight courier or certified or registered mail.  Such notices and other communications shall be effective when received if hand delivered, when sent if sent by confirmed facsimile or e-mail transmission, on the next business day of the recipient when sent by overnight courier, or five (5) business days after deposit in the mail when sent by certified or registered mail.  All notices and other communications shall be directed to the parties at their respective addresses as set forth below, or to such other address(es) as either party shall provide to the other in a notice given in accordance herewith.

If to UDC,

 

All financial notices, to:

 

Universal Display Corporation

375 Phillips Boulevard

Ewing, New Jersey 08618

Attn: [***]

Fax No.: [***]

Tel No.: [***]

E-mail: [***]

 

All other notices and communications, to:

 

[same as above]

Attn: [***]

Fax No.: [***]

Tel No.: [***]

E-mail: [***]

 

 


 

If to SDC ,

 

Samsung Display Co., Ltd.

SR-5 Building, 3 nd Floor, IP Team

1 Samsung-ro , Giheung-gu, Yongin-si

Gyeonggi-do, 17113, Republic of Korea

Attn: [***]

Fax No.: [***]

Tel No.:   [***]

E-mail: [***]

 

9.8 No Waivers .  The failure of either party on one or more occasions to assert any right hereunder, or to insist upon compliance with any term or condition herein, will not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition, or of any other term or condition, by the other party.  No waiver of any term of this Agreement shall be effective unless it is in writing and signed by an authorized representative of the party to be bound.

9.9 Severability .  In view of the possibility that one or more of the provisions of this Agreement may subsequently be declared invalid or unenforceable in a particular jurisdiction by competent court or administrative tribunal, the parties hereto agree that invalidity or unenforceability of any of the provisions in a particular jurisdiction shall not in any way affect the validity or enforceability of such provisions in any other jurisdiction, or nor shall it affect the validity or enforceability of any other provisions of this Agreement unless the invalidated or unenforceable provisions comprise an integral part of, or are otherwise clearly inseparable from, such other provisions.

9.10 Entire Agreement; Amendments .  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes, cancels and annuls all prior understandings, negotiations and communications between the parties with respect thereto, including the 2011 License Agreement.  No modification of or addition to this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party.

9.11 Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:

 

 

Samsung Display Co., Ltd. Universal Display Corporation

 

 


 

 

By: By:

 

Name: KiSeung LEE Name: Steven V. Abramson

 

Title: Senior Vice President Title: President and CEO

 

Date: February 13, 2018 Date: February 13, 2018

 

 


 

Exhibit A

 

License Fees

 

SDC shall pay to Universal Display license fees of [***] Dollars [***] , said fees to be paid in installments as follows:

 

[***]

 

As of January 1, 2018, the License Fee Installments shall be paid to Universal Display [***] .  Universal Display shall invoice SDC for each such license fee installment at least [***] days in advance of the applicable due date, [***] .   [***]

 

Notwithstanding the foregoing, in the event of any termination of this Agreement, all remaining unpaid license fee installments, to the extent not excused due to such termination, shall be immediately due and owing to Universal Display.

 

Two Year “Term Extension Option:”

[***]


 


 

Exhibit B

Press Release Format

Samsung Display and Universal Display Corporation Enter into Long-Term OLED Agreements

 

Ewing, New Jersey – February [13], 2018 - Universal Display Corporation (Nasdaq: OLED), enabling energy-efficient displays and lighting with its UniversalPHOLED ® technology and materials, today announced the signing of long-term OLED material supply and license agreements with Samsung Display Co., Ltd. (SDC), a global display manufacturing leader. These agreements affirm that Universal Display will continue to supply its proprietary UniversalPHOLED phosphorescent OLED materials and technology to Samsung Display for use in its OLED displays. The agreements and are scheduled to run through December 31, 2022, and may be extend for an additional two year period. Financial terms of the agreements have not been disclosed.

 

“We are pleased to announce the signing of these long-term agreements with our partner Samsung Display,” said Steven V. Abramson, President and Chief Executive Officer of Universal Display Corporation. “Collaborating for over eighteen years, Samsung Display has been at the forefront of the OLED revolution with its vibrant, colorful, and brilliant displays. SDC’s ground-breaking innovation and manufacturing leadership are paving new pathways of growth in the display industry, including the advent of new form factors. As Samsung continues expanding its OLED product roadmap and investments, we look forward to supporting its advancements with our highly-efficient, high-performing proprietary OLED technologies and UniversalPHOLED materials.”

 

About Universal Display Corporation

Universal Display Corporation (Nasdaq: OLED) is a leader in developing and delivering state-of-the-art, organic light emitting diode (OLED) technologies, materials and services to the display and lighting industries.  Founded in 1994, the Company currently owns or has exclusive, co-exclusive or sole license rights with respect to more than 4,500 issued and pending patents worldwide.  Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED® phosphorescent OLED technology that can enable the development of low power and eco-friendly displays and solid-state lighting.  The Company also develops and offers high-quality, state-of-the-art UniversalPHOLED materials that are recognized as key ingredients in the fabrication of OLEDs with peak performance.  In addition, Universal Display delivers innovative and customized solutions to its clients and partners through technology transfer, collaborative technology development and on-site training.  To learn more about Universal Display Corporation, please visit http://www.oled.com.

 

Universal Display Corporation and the Universal Display Corporation logo are trademarks or registered trademarks of Universal Display Corporation.  All other company, brand or product names may be trademarks or registered trademarks.

# # #

 

All statements in this document that are not historical, such as those relating to Universal Display Corporation’s

 


 

technologies and potential applications of those technologies, the Company’s expected results, as well as the growth of the OLED market and the Company’s opportunities in that market, are forward-looking financial statements within the meaning of the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward-looking statements in this document, as they reflect Universal Display Corporation’s current views with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. These risks and uncertainties are discussed in greater detail in Universal Display Corporation’s periodic reports on Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, including, in particular, the section entitled “Risk Factors” in Universal Display Corporation’s annual report on Form 10-K for the year ended December 31, 2016. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.


 


 

Exhibit C

 

Content of Proposed 8-K Filing

 

Item 1.01 Entry into a Material Definitive Agreement.

On February [13], 2018, the Registrant and Samsung Display Co., Ltd. (“SDC”) entered into an OLED Patent License Agreement (the “License Agreement”) and a Supplemental OLED Material Purchase Agreement (the “Supplemental Agreement”), both effective as of January 1, 2018.

The License Agreement extends SDC’s rights under certain of Registrant’s intellectual property for at least another five years to manufacture and sell certain phosphorescent organic light emitting diode (OLED) display products.  In consideration of the license grant, SDC agreed to pay the Registrant a license fee over the term of the License Agreement.

Pursuant to the Supplemental Agreement, the parties agreed that SDC shall continue to purchase from the Registrant, and the Registrant shall supply to SDC, a minimum amount of phosphorescent materials for SDC’s use in the manufacture of licensed products.  This minimum purchase commitment is subject to the Registrant being able to supply SDC with sufficient material to meet its requirements over the term of the Supplemental Agreement, which is concurrent with the term of the License Agreement.

 

Exhibit 10.2

Note:  Throughout this document, certain confidential material contained herein has been omitted and has been separately filed with the Commission. Each place where such an omission has been made is marked with an [***]

SUPPLEMENTAL OLED MATERIAL PURCHASE AGREEMENT

 

THIS SUPPLEMENTAL OLED MATERIAL PURCHASE AGREEMENT (this “ Agreement ”) is entered into effective as of January 1, 2018 (the “ Effective Date ”), by and between Samsung Display Co., Ltd. (“ SDC ”), an entity incorporated under the laws of the Republic of Korea and having a place of business at 1 Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-do, 17113, Korea, and Universal Display Corporation (“ Universal Display ”), an entity incorporated under the laws of the Commonwealth of Pennsylvania, U.S.A. and having a place of business at 375 Phillips Boulevard, Ewing, New Jersey 08618, U.S.A.

BACKGROUND

WHEREAS, Universal Display makes and sells certain materials for use in organic light emitting devices;

WHEREAS, SDC desires to purchase these materials from Universal Display on the terms and conditions set forth herein;

WHEREAS, Universal Display and SDC have on the date hereof entered into an OLED PATENT LICENSE AGREEMENT (the “ Main Agreement ”) to which this Agreement is a supplement; and

WHEREAS, terms not defined herein shall have the meanings ascribed to them in the Main Agreement.

NOW, THEREFORE, intending to be legally bound, SDC and Universal Display agree as follows:

AGREEMENT

Article 1 Purchase of Commercial Materials

1.1 [***]

1.2 Supply of Existing Phosphorescent Materials. Universal Display shall continue to supply Existing Phosphorescent Material(s) in the same quality and quantity required by SDC consistent with SDC’s forecasts provided to Universal Display. Universal Display acknowledge that any unilateral discontinuation of the supply of the Existing Phosphorescent Material to SDC may cause a harm to SDC that may not be compensable in monetary damages in so far as SDC’s manufacturing of the Licensed Products may be disrupted.

1.3 Reservation of Rights .  Nothing herein shall be construed as a license by Universal Display, express or implied, for SDC, any Permitted Sublicensee or any third party to manufacture and/or sell to SDC, such Permitted Sublicensee or any other person or entity any Phosphorescent Material or other OLED material covered by the Universal Display Patents or in which Universal

 


 

Display otherwise has a proprietary interest.  Universal Display acknowledges that it is responsible in its discretion for enforcing the Universal Display Patents and its other proprietary rights against other suppliers endeavoring to make or sell any such material without appropriate license rights from Universal Display, and that neither SDC nor its Permitted Sublicensees is responsible for such enforcement.   Nevertheless, SDC shall refrain from, and shall cause its Permitted Sublicensees to refrain from, encouraging other suppliers to make or develop Phosphorescent Material with the knowledge that the manufacture or development of such material shall use or need to use any Universal Display intellectual property right.

1.4 [***]

1.5 [***]

Article 2 Material Purchase Commitments

2.1 UDC Development and Supply Commitment .  During the term of this Agreement, Universal Display shall work diligently to develop and supply the best possible red and green Phosphorescent Materials to SDC and its Permitted Sublicensees for the manufacture of Licensed Products.  The Parties shall cooperate to regularly discuss SDC’s requirements for Phosphorescent Materials, including performance characteristics, anticipated volume needs, pricing and other relevant requirements.  Universal Display will in good faith consider SDC’s requirements in planning and prioritizing its development of new Phosphorescent Materials.

2.2 SDC Purchase Commitment .  During the term of this Agreement, SDC and/or its Permitted Sublicensees shall purchase from Universal Display and/or its Affiliates a minimum quantity of Phosphorescent Materials (red, green and, if separately agreed by the parties, blue) for the manufacture of Licensed Products, as set forth in greater detail in Exhibit A attached hereto.  Except as may otherwise be specified in Exhibit A hereto, this minimum purchase commitment shall be irrevocable and unconditional, provided however that in the event that Universal Display is unable for any reason not due to SDC’s fault, [***] to supply Phosphorescent Material to SDC in sufficient quantity, consistent with SDC’s reasonable forecasts, to allow SDC to fulfill its minimum purchase commitment hereunder, SDC shall be relieved from the minimum purchase commitment to the extent of such inability.

2.3 Indirect Purchase of Material .  In the event the parties agree that Phosphorescent Material is to be supplied [***] , the parties agree that (1) Universal Display’s obligation to supply such Phosphorescent Material under this Agreement is fulfilled and met; and (2) such purchase shall count towards the minimum purchase commitment by SDC under this Agreement to the extent of the purchase payment actually received by Universal Display.

Article 3 Indemnification

3.1 Good Faith Negotiation Obligation .  Universal Display acknowledges and agrees that, with respect to the Phosphorescent Material supplied by Universal Display and/or its Affiliates to SDC under the Purchase Agreement, Universal Display shall have an obligation to indemnify SDC and its Permitted Sublicensees as set forth in the Purchase Agreement.  The terms and the extent of such indemnification obligation shall be negotiated in good faith by the parties.  The parties shall begin such negotiation within sixty (60) days from the execution of this

 


 

Agreement.   Subject to further negotiation by the parties, such indemnification obligation shall be as set forth below.

3.1.1 Universal Display shall defend and/or settle any third-party claim or action brought against SDC, its Permitted Sublicensees, their Affiliates, and/or their respective officers, directors, employees, agents, representatives and customers (each, a “ SDC Indemnified Person ”), to the extent such claim or action concerns a Universal Display and/or its Affiliate’s-supplied Phosphorescent Material infringing or allegedly infringing the patent rights of any third party (“ Third-Party Claimant ”), but excluding any such claim or action where (A) the infringement or alleged infringement would not have occurred but for SDC’s or its Permitted Sublicensee’s combination of such Universal Display and/or its Affiliates-supplied Phosphorescent Material with materials, elements or features that are not [***] ; (B) SDC or its Permitted Sublicensees knew of the infringement or alleged infringement (but only from the date such knowledge is obtained), unless [***] ; or (C) the infringement or alleged infringement is based on products sold by SDC or its Permitted Sublicensees, directly or indirectly, to the Third-Party Claimant or its Affiliates, but only to the extent of such products sold to the Third-Party Claimant or its Affiliates.

3.1.2 In addition, Universal Display shall indemnify and hold harmless SDC and the SDC Indemnified Persons from and against any damages and/or settlement amounts payable by any of them to third parties in connection with any such claim or action, provided that Universal Display shall have the option to control the defense of, and to settle, the claim or action.  Any settlement of such claim or action by SDC is subject to Universal Display’s prior approval.

3.1.3 With respect to any claim or action subject to indemnification hereunder, SDC shall promptly notify Universal Display in writing, specifying the nature of the claim or action and, to the extent known, the total monetary amount and/or other relief being sought by the Third-Party Claimant.  SDC and any affected SDC Indemnified Persons (1) shall reasonably cooperate with Universal Display, at Universal Display’s expense, in connection with the defense and/or settlement of the claim or action; and (2) shall have the right to employ separate counsel to provide input into the defense and/or settlement of the claim or action, at their own cost.

3.1.4 Notwithstanding the foregoing, Universal Display’s total liability with respect to any and all claims or actions subject to indemnification hereunder shall not exceed the greater of (a) [***] of the purchase price paid by SDC during the Term for the Universal Display-supplied Phosphorescent Material(s) giving rise to such claims or actions; or (b) [***] .

Article 4 Miscellaneous

4.1 Term .  The term of this Agreement run for the same length as the Term of the Main Agreement.  For avoidance of doubt, in the event the Main Agreement is terminated, this Agreement shall terminate at the same time such termination of the Main Agreement occurs.

4.2 [***]

4.3 Survival .  The following provisions of this Agreement shall survive the expiration or earlier termination of this Agreement: (a) Sections 1.2 and 4.4; (b) any unfulfilled payment obligations of SDC to the extent not excused due to Universal Display’s breach; and (c) any other provisions necessary to interpret the respective rights and obligations of the parties hereunder.

 


 

4.4 Incorporation by Reference .  The provisions of Articles 5, 6, 7 and 9 of the Main Agreement are incorporated herein by reference.

4.5 Acknowledgment .  Notwithstanding Sections 9.9 and 9.10 of the Main Agreement, both parties acknowledge and agree that the financial terms of this Agreement were determined through arm’s length negotiations between the parties, and that such terms are part of an overall financial arrangement between the parties that is encompassed within this Agreement and the Main Agreement.

4.6 Supply Agreement. [***] , the Parties agree to negotiate a supply agreement in good faith that sets forth key terms and conditions, including without limitations forecasting procedures and contingency plans, with respect to supply and purchase of Phosphorescent Materials (“Supply Agreement”).

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives:

 

 

Samsung Display Co., Ltd. Universal Display Corporation

 

 

By: By:

 

Name: KiSeung LEE Name: Steven V. Abramson

 

Title: Senior Vice President Title: President and CEO

 

Date: February 13, 2018 Date: February 13, 2018

 

 


 

Exhibit A

 

Material Purchase Commitment

During the Term, [***] SDC’s minimum purchase commitment shall be [***] . Failure to meet the foregoing requirements shall constitute a material breach of this Agreement.

[***]

[***] .  Nothing herein is intended to waive or restrict any rights Universal Display may have to enforce any of its patent or other rights [***] .

 

 

Material Pricing

 

The pricing charged to SDC or its Permitted Sublicensees for red and green non-solution process Phosphorescent Materials for the manufacture of Licensed Products shall be set forth in the Supply Agreement, provided however [***] .

 

[***]

 

[***]

 

[***] .

 

 

 

Exhibit 31.1

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a)/15d-14(a)

I, Steven V. Abramson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Universal Display Corporation (the “registrant”) for the quarter ended March 31, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

May 3, 2018

By:

 

/s/ Steven V. Abramson 

 

 

 

 

 

Steven V. Abramson

 

 

 

 

 

President and Chief Executive Officer

 

 

 

Exhibit 31.2

CERTIFICATIONS REQUIRED BY

RULE 13a-14(a)/15d-14(a)

I, Sidney D. Rosenblatt, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Universal Display Corporation (the “registrant”) for the quarter ended March 31, 2018;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:

 

May 3, 2018

By:

 

/s/ Sidney D. Rosenblatt

 

 

 

 

 

Sidney D. Rosenblatt

 

 

 

 

 

Executive Vice President and Chief Financial Officer

 

 

 

Exhibit 32.1

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b)/15d-14(b) AND 18 U.S.C. SECTION 1350

In connection with the quarterly report of Universal Display Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven V. Abramson, President and Chief Executive Officer of the Company, hereby certify, based on my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

 

 

 

 

 

Date:

May 3, 2018

By:

 

/s/ Steven V. Abramson

 

 

 

 

Steven V. Abramson

 

 

 

 

President and Chief Executive Officer

 

 

 

Exhibit 32.2

CERTIFICATIONS REQUIRED BY

RULE 13a-14(b)/15d-14(b) AND 18 U.S.C. SECTION 1350

In connection with the quarterly report of Universal Display Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sidney D. Rosenblatt, Executive Vice President and Chief Financial Officer of the Company, hereby certify, based on my knowledge, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date:

May 3, 2018

By:

 

/s/ Sidney D. Rosenblatt

 

 

 

 

Sidney D. Rosenblatt

 

 

 

 

Executive Vice President and Chief Financial Officer