8-K
Universal Display Corp \Pa\ (OLED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2022
UNIVERSAL DISPLAY CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| Pennsylvania | 1-12031 | 23-2372688 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 250 Phillips Boulevard,<br><br>Ewing, NJ | 08618 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (609) 671-0980
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | OLED | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 23, 2022, the Registrant issued a press release regarding its financial results for the quarter and year ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information set forth under this “Item 2.02. Results of Operations and Financial Condition” (including the exhibit) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing made by the Registrant pursuant to the Securities Act of 1933, as amended, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release by the Registrant, dated February 23, 2022, furnished pursuant to Item 2.02 of Form 8-K. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: February 23, 2021 | By: | /s/ Sidney D. Rosenblatt |
| Sidney D. Rosenblatt | ||
| Executive Vice President, Chief Financial<br><br>Officer, Treasurer and Secretary |
EX-99.1
Exhibit 99.1
| Press Release |
|---|
| Universal Display Contact: |
| --- |
| Darice Liu |
| investor@oled.com |
| media@oled.com |
| +1 609-964-5123 |
Universal Display Corporation Announces Fourth Quarter and Full Year 2021 Financial Results
EWING, N.J. – February 23, 2022 – Universal Display Corporation (Nasdaq: OLED), enabling energy-efficient displays and lighting with its UniversalPHOLED® technology and materials, today reported financial results for the fourth quarter and full year ended December 31, 2021.
“2021 was a year of growth, R&D milestone achievements, new customer agreements, continued market recognition, and diversification and expansion of our global manufacturing footprint with PPG,” said Sidney D. Rosenblatt, Executive Vice President and Chief Financial Officer of Universal Display Corporation. “During the year, our revenue grew to a record high of $554 million, we extended our long-term agreements with LG Display, Visionox Technology and Tianma Micro-electronics, and jointly announced with PPG the establishment of a new manufacturing site in Shannon, Ireland, for the production of our highly efficient, high-performing UniversalPHOLED materials. In addition, we were recognized by the Financial Times as one of The Americas’ Fastest-Growing Companies, by Newsweek as one of America’s Most Responsible Companies for the second year in a row, awarded a Silver rating for corporate social responsibility from EcoVadis, and recognized once again by The Forum of Executive Women as a Champion of Board Diversity.”
Rosenblatt continued, “Leveraging over 25 years of ‘vision, innovation and reality’, Universal Display’s brilliant team of scientists and engineers continue to discover, develop, and deliver next-generation, state-of-the-art OLED materials and technologies. With respect to blue, given recent advancements, we believe that we are on track to meet preliminary target specifications with our phosphorescent blue by year-end 2022, which should enable the introduction of our all-phosphorescent RGB (red, green and blue) stack into the commercial market in 2024. We believe that the commercial introduction of our full-color emissive stack has the potential to unlock a vast array of opportunities for higher energy-efficiency and higher performance across a broad range of OLED applications.”
Financial Highlights for the Fourth Quarter of 2021
• Total revenue in the fourth quarter of 2021 was $146.2 million as compared to $141.5 million in the fourth quarter of 2020.
• Revenue from material sales was $85.8 million in the fourth quarter of 2021 as compared to $62.5 million in the fourth quarter of 2020.
• Revenue from royalty and license fees was $56.0 million in the fourth quarter of 2021 as compared to $75.0 million in the fourth quarter of 2020.
• Cost of materials was $29.2 million in the fourth quarter of 2021 as compared to $24.6 million in the fourth quarter of 2020.
• Operating income was $56.5 million in the fourth quarter of 2021 as compared to $65.8 million in the fourth quarter of 2020.
• Net income was $45.9 million or $0.96 per diluted share in the fourth quarter of 2021 as compared to $53.9 million or $1.13 per diluted share in the fourth quarter of 2020.
Revenue Comparison
| ($ in thousands) | Three Months Ended December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Material sales | $ | 85,768 | $ | 62,538 |
| Royalty and license fees | 55,995 | 75,046 | ||
| Contract research services | 4,484 | 3,959 | ||
| Total revenue | $ | 146,247 | $ | 141,543 |
Cost of Materials Comparison
| ($ in thousands) | Three Months Ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Material sales | $ | 85,768 | $ | 62,538 | ||
| Cost of material sales | 29,199 | 24,602 | ||||
| Gross margin on material sales | 56,569 | 37,936 | ||||
| Gross margin as a % of material sales | 66 | % | 61 | % |
Financial Highlights for the Full Year 2021
• Total revenue for the full year 2021 was $553.5 million as compared to $428.9 million for the full year 2020.
• Revenue from material sales was $318.6 million for the full year 2021 as compared to $229.7 million for the full year 2020.
• Revenue from royalty and license fees was $219.0 million for the full year 2021 as compared to $185.1 million for the full year 2020.
• Cost of materials was $104.4 million for the full year 2021 as compared to $75.9 million for the full year 2020.
• Operating income was $227.6 million for the full year 2021 as compared to $157.5 million for the full year 2020.
• Net income was $184.2 million or $3.87 per diluted share for the full year 2021 as compared to $133.4 million or $2.80 per diluted share for the full year 2020.
Revenue Comparison
| ($ in thousands) | Full Year Ended December 31, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Material sales | $ | 318,623 | $ | 229,749 |
| Royalty and license fees | 219,032 | 185,054 | ||
| Contract research services | 15,870 | 14,064 | ||
| Total revenue | $ | 553,525 | $ | 428,867 |
Cost of Materials Comparison
| ($ in thousands) | Full Year Ended December 31, | |||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Material sales | $ | 318,623 | $ | 229,749 | ||
| Cost of material sales | 104,397 | 75,939 | ||||
| Gross margin on material sales | 214,226 | 153,810 | ||||
| Gross margin as a % of material sales | 67 | % | 67 | % |
2022 Guidance
The Company believes that its 2022 revenue will be approximately in the range of $625 million to $650 million. The OLED industry remains at a stage where many variables can have a material impact on its growth, and the Company thus caveats its financial guidance accordingly.
Dividend
The Company also announced a first quarter 2022 cash dividend of $0.30 per share on the Company’s common stock. The dividend is payable on March 31, 2022 to all shareholders of record on March 17, 2022.
Conference Call Information
In conjunction with this release, Universal Display will host a conference call on Thursday, February 23, 2022 at 5:00 p.m. Eastern Time. The live webcast of the conference call can be accessed under the events page of the Company's Investor Relations website at ir.oled.com. Those wishing to participate in the live call should dial 1-877-524-8416 (toll-free) or 1-412-902-1028. Please dial in 5-10 minutes prior to the scheduled conference call time. An online archive of the webcast will be available within two hours of the conclusion of the call.
About Universal Display Corporation
Universal Display Corporation (Nasdaq: OLED) 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. Founded in 1994 and with subsidiaries and offices around the world, the Company currently owns, exclusively licenses or has the sole right to sublicense more than 5,000 patents issued and pending worldwide. Universal Display licenses its proprietary technologies, including its breakthrough high-efficiency UniversalPHOLED® phosphorescent OLED technology that can enable the development of energy-efficient 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 https://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 the projected adoption, development and advancement of the Company’s technologies, and the Company’s expected results and future declaration of dividends, 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, 2021. Universal Display Corporation disclaims any obligation to update any forward-looking statement contained in this document.
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UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 311,993 | $ | 630,012 | ||
| Short-term investments | 351,194 | 99,996 | |||
| Accounts receivable | 107,639 | 82,261 | |||
| Inventory | 134,160 | 91,591 | |||
| Other current assets | 20,948 | 20,746 | |||
| Total current assets | 925,934 | 924,606 | |||
| PROPERTY AND EQUIPMENT, net of accumulated depreciation of 92,461 and 72,493 | 128,832 | 102,113 | |||
| ACQUIRED TECHNOLOGY, net of accumulated amortization of 173,635 and 153,050 | 49,668 | 70,253 | |||
| OTHER INTANGIBLE ASSETS, net of accumulated amortization of 7,565 and 6,155 | 9,711 | 10,685 | |||
| GOODWILL | 15,535 | 15,535 | |||
| INVESTMENTS | 168,076 | 5,000 | |||
| DEFERRED INCOME TAXES | 33,453 | 37,695 | |||
| OTHER ASSETS | 135,710 | 103,341 | |||
| TOTAL ASSETS | 1,466,919 | $ | 1,269,228 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Accounts payable | 14,955 | $ | 13,801 | ||
| Accrued expenses | 45,474 | 41,404 | |||
| Deferred revenue | 120,864 | 105,215 | |||
| Other current liabilities | 6,645 | 4,540 | |||
| Total current liabilities | 187,938 | 164,960 | |||
| DEFERRED REVENUE | 36,217 | 57,086 | |||
| RETIREMENT PLAN BENEFIT LIABILITY | 66,773 | 78,527 | |||
| OTHER LIABILITIES | 76,077 | 55,941 | |||
| Total liabilities | 367,005 | 356,514 | |||
| 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, 200,000,000 shares authorized, 49,065,924 and 49,013,476 shares issued, and 47,700,276 and 47,647,828 shares outstanding at December 31, 2021 and December 31, 2020, respectively | 491 | 490 | |||
| Additional paid-in capital | 658,728 | 635,595 | |||
| Retained earnings | 500,212 | 353,930 | |||
| Accumulated other comprehensive loss | (18,235 | ) | (36,019 | ) | |
| Treasury stock, at cost (1,365,648 shares at December 31, 2021 and December 31, 2020) | (41,284 | ) | (41,284 | ) | |
| Total shareholders’ equity | 1,099,914 | 912,714 | |||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 1,466,919 | $ | 1,269,228 |
All values are in US Dollars.
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2021 | 2020 | 2021 | ||||||||||
| (Unaudited) | ||||||||||||
| REVENUE: | ||||||||||||
| Material sales | $ | 85,768 | $ | 62,538 | $ | 318,623 | 229,749 | |||||
| Royalty and license fees | 55,995 | 75,046 | 219,032 | 185,054 | ||||||||
| Contract research services | 4,484 | 3,959 | 15,870 | 14,064 | ||||||||
| Total revenue | 146,247 | 141,543 | 553,525 | 428,867 | ||||||||
| COST OF SALES | 32,243 | 26,998 | 114,991 | 85,478 | ||||||||
| Gross margin | 114,004 | 114,545 | 438,534 | 343,389 | ||||||||
| OPERATING EXPENSES: | ||||||||||||
| Research and development | 26,940 | 22,186 | 99,673 | 83,894 | ||||||||
| Selling, general and administrative | 22,769 | 16,217 | 80,372 | 61,346 | ||||||||
| Amortization of acquired technology and other intangible assets | 5,504 | 5,495 | 21,994 | 21,969 | ||||||||
| Patent costs | 2,157 | 1,938 | 8,160 | 7,529 | ||||||||
| Royalty and license expense | 172 | 2,930 | 691 | 11,125 | ||||||||
| Total operating expenses | 57,542 | 48,766 | 210,890 | 185,863 | ||||||||
| OPERATING INCOME | 56,462 | 65,779 | 227,644 | 157,526 | ||||||||
| Interest income, net | 160 | 695 | 505 | 5,139 | ||||||||
| Other (expense) income, net | (80 | ) | 230 | 98 | 864 | |||||||
| Interest and other income, net | 80 | 925 | 603 | 6,003 | ||||||||
| INCOME BEFORE INCOME TAXES | 56,542 | 66,704 | 228,247 | 163,529 | ||||||||
| INCOME TAX EXPENSE | (10,666 | ) | (12,802 | ) | (44,034 | ) | (30,157 | ) | ||||
| NET INCOME | $ | 45,876 | $ | 53,902 | $ | 184,213 | 133,372 | |||||
| NET INCOME PER COMMON SHARE: | ||||||||||||
| BASIC | $ | 0.96 | $ | 1.13 | $ | 3.87 | 2.80 | |||||
| DILUTED | $ | 0.96 | $ | 1.13 | $ | 3.87 | 2.80 | |||||
| WEIGHTED AVERAGE SHARES USED IN COMPUTING NET<br><br>INCOME PER COMMON SHARE: | ||||||||||||
| BASIC | 47,324,718 | 47,241,078 | 47,296,447 | 47,198,982 | ||||||||
| DILUTED | 47,387,469 | 47,298,692 | 47,365,435 | 47,236,994 | ||||||||
| CASH DIVIDENDS DECLARED PER COMMON SHARE | $ | 0.20 | $ | 0.15 | $ | 0.80 | 0.60 |
All values are in US Dollars.
UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 184,213 | $ | 133,372 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Amortization of deferred revenue and recognition of unbilled receivables, net | (225,549 | ) | (183,997 | ) | ||
| Depreciation | 19,968 | 15,217 | ||||
| Amortization of intangibles | 21,994 | 21,969 | ||||
| Change in excess inventory reserve | 3,554 | 1,114 | ||||
| Amortization of premium and discount on investments, net | (373 | ) | (4,960 | ) | ||
| Stock-based compensation to employees | 34,871 | 26,631 | ||||
| Stock-based compensation to Board of Directors and Scientific Advisory Board | 1,404 | 1,647 | ||||
| Deferred income tax expense (benefit) | 1,748 | (4,446 | ) | |||
| Retirement plan expense | 8,875 | 5,656 | ||||
| Decrease (increase) in assets: | ||||||
| Accounts receivable | (25,378 | ) | (21,809 | ) | ||
| Inventory | (46,123 | ) | (28,752 | ) | ||
| Other current assets | 22,413 | 6,497 | ||||
| Other assets | (36,139 | ) | (13,481 | ) | ||
| Increase (decrease) in liabilities: | ||||||
| Accounts payable and accrued expenses | 1,902 | (8,305 | ) | |||
| Other current liabilities | 2,105 | 2,683 | ||||
| Deferred revenue | 201,484 | 192,369 | ||||
| Other liabilities | 20,136 | 7,387 | ||||
| Net cash provided by operating activities | 191,105 | 148,792 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchases of property and equipment | (43,161 | ) | (27,991 | ) | ||
| Purchase of intangibles | (394 | ) | (60 | ) | ||
| Purchases of investments | (642,180 | ) | (604,153 | ) | ||
| Proceeds from sale and maturity of investments | 227,984 | 1,023,460 | ||||
| Net cash (used in) provided by investing activities | (457,751 | ) | 391,256 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from issuance of common stock | 1,507 | 1,176 | ||||
| Payment of withholding taxes related to stock-based compensation to employees | (14,949 | ) | (14,394 | ) | ||
| Cash dividends paid | (37,931 | ) | (28,445 | ) | ||
| Net cash used in financing activities | (51,373 | ) | (41,663 | ) | ||
| (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (318,019 | ) | 498,385 | |||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 630,012 | 131,627 | ||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 311,993 | $ | 630,012 | ||
| The following non-cash activities occurred: | ||||||
| Unrealized (loss) gain on available-for-sale securities | $ | (295 | ) | $ | (118 | ) |
| Common stock issued to Board of Directors and Scientific Advisory Board <br> that was earned and accrued for in a previous period | 300 | 300 | ||||
| Net change in accounts payable and accrued expenses related to purchases <br> of property and equipment | (3,526 | ) | (1,468 | ) | ||
| Cash paid for income tax | 52,650 | 36,269 |