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The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of December 31, 2018 and 2017: Valuation Technique(s) Unobservable Input(s) Range Weighted Average December 31, 2018: Impaired loans Third Party Appraisals Adjustment for differences between the comparable sales -3% to -1% -2.83% Real estate owned - church Third Party Appraisals Adjustment for differences between the comparable sales -11% -10.85% December 31, 2017: Impaired loans Third Party Appraisals Adjustment for differences between the comparable sales -16% to 7% -4% Real estate owned - church Third Party Appraisals Adjustment for differences between the comparable sales -6% -6% BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (continued) December 31, 2018 and 2017 Fair Values of Financial Instruments The carrying amounts and estimated fair values of financial instruments as of the periods indicated were as follows: (1)The estimated value of loans held for investment for December 31, 2018 reflects an exit price assumption. |
(b)List of Exhibits Exhibit Number* 3.1 Certificate of Incorporation of Registrant and all amendments thereto (Exhibit 3.1 to Form 10-Q filed by Registrant on November 13, 2014) 3.2 Bylaws of Registrant (Exhibit 3.2 to Form 10-K filed by Registrant on March 28, 2016) Exhibit Number* 10.1 Broadway Federal Bank Employee Stock Ownership Plan (Exhibit 10.1 to Form 10-K filed by Registrant on March 28, 2016) 10.2 Amended and Restated Broadway Financial Corporation 2008 Long Term Incentive Plan (Exhibit 10.3 to Form 10-Q filed by Registrant on August 12, 2016) 10.3 Amended Form of Stock Option Agreement for stock options granted pursuant to Amended and Restated Broadway Financial Corporation 2008 Long-Term Incentive Plan (Exhibit 10.1 to Form 10-Q filed by Registrant on August 12, 2016) 10.4 Award Agreement, dated March 30, 2016, for restricted stock granted to Wayne-Kent A. Bradshaw pursuant to Broadway Financial Corporation 2008 Long-Term Incentive Plan (Exhibit 10.2 to Form 10-Q filed by Registrant on August 12, 2016) 10.5 Deferred Compensation Plan (Exhibit 10.14 to Registration Statement on Form S-1 filed by Registrant on November 20, 2013) 10.6 Securities Purchase Agreement, dated as of December 21, 2016, entered into among United States Treasury Department, Registrant, First Republic Bank and Broadway Federal Bank, f.s.b., Employee Stock Ownership Plan (Exhibit 10.7 to Form 10-K filed by Registrant on March 27, 2017) 10.7 Stock Purchase Agreement, dated as of December 21, 2016, entered into between First Republic Bank and Registrant (Exhibit 10.8 to Form 10-K filed by Registrant on March 27, 2017) 10.8 Exchange Agreement, dated as December 21, 2016, entered into between CJA Private Financial Restructuring Master Fund I L.P. and Registrant (Exhibit 10.9 to Form 10-K filed by Registrant on March 27, 2017) 10.9 Stock Purchase Agreement, dated as of December 21, 2016, entered into between Bank of Hope and Registrant (Exhibit 10.10 to Form 10-K filed by Registrant on March 27, 2017) 10.10 Stock Purchase and Exchange Agreement, dated as of December 21, 2016, entered into between National Community Investment Fund and Registrant (Exhibit 10.11 to Form 10-K filed by Registrant on March 27, 2017) 10.11 ESOP Loan Agreement and ESOP Pledge Agreement, each dated as of December 19, 2016, entered into between Registrant and Nicholas L. Saakvitne, as trustee for the Broadway Federal Bank, f.s.b., Employee Stock Ownership Plan Trust, and related Promissory Note, dated as of December 19, 2016 (Exhibit 10.12 to Form 10-K filed by Registrant on March 27, 2017) 21.1 List of Subsidiaries (Exhibit 21.1 to Registration Statement on Form S-1 filed by Registrant on November 20, 2013) 23.1 Consent of Moss Adams LLP 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. |
/s/ Wayne-Kent A. Bradshaw Wayne-Kent A. Bradshaw Chief Executive Officer and President (Principal Executive Officer) Date: March 26, 2018 /s/ Brenda J. Battey Brenda J. Battey Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 26, 2018 /s/ Virgil P. Roberts Virgil P. Roberts Chairman of the Board Date: March 20, 2018 /s/ Robert C. Davidson, Jr. Robert C. Davidson, Jr. Director Date: March 20, 2018 /s/ Albert Odell Maddox Albert Odell Maddox Director Date: March 20, 2018 /s/ Daniel A. Medina Daniel A. Medina Director Date: March 22, 2018 /s/ Dutch C. Ross III Dutch C. Ross III Director Date: March 22, 2018 /s/ Erin Selleck Erin Selleck Director Date: March 21, 2018 BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Index to Consolidated Financial Statements Years ended December 31, 2017 and 2016 Report of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition Consolidated Statements of Income and Comprehensive Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Pubic Accounting Firm To the Shareholders and Board of Directors of Broadway Financial Corporation Opinion on the Financial Statement We have audited the accompanying consolidated statements of financial condition of Broadway Financial Corporation and Subsidiary (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of income and comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (continued) December 31, 2017 and 2016 Note 4 - Loans Receivable Held for Investment Loans receivable held for investment were as follows as of the periods indicated: The following tables present the activity in the allowance for loan losses by loan type for the periods indicated: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (continued) December 31, 2017 and 2016 The following tables present the balance in the allowance for loan losses and the recorded investment (unpaid contractual principal balance less charge-offs, less interest applied to principal, plus unamortized deferred costs and premiums) by loan type and based on impairment method as of and for the periods indicated: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (continued) December 31, 2017 and 2016 The following table presents information related to loans individually evaluated for impairment by loan type as of the periods indicated: The recorded investment in loans excludes accrued interest receivable due to immateriality. |
The following table presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis as of December 31, 2017 and 2016: Valuation Technique(s) Unobservable Input(s) Range Weighted Average December 31, 2017: Impaired loans Third Party Appraisals Adjustment for differences between the comparable sales -16% to 7% -4% Real estate owned - church Third Party Appraisals Adjustment for differences between the comparable sales -6% -6% December 31, 2016: Impaired loans Third Party Appraisals Adjustment for differences between the comparable sales -2% to 0% -1% BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (continued) December 31, 2017 and 2016 Fair Values of Financial Instruments The carrying amounts and estimated fair values of financial instruments as of the periods indicated were as follows: The methods and assumptions, not previously presented, used to estimate fair values are described as follows: (a) Cash and Cash Equivalents The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1. |
(b)List of Exhibits Exhibit Number* 3.1 Certificate of Incorporation of Registrant and amendments thereto (Exhibit 3.1 to Form 10-Q filed by Registrant on November 13, 2014) 3.2 Bylaws of Registrant (Exhibit 3.2 to Form 10-K filed by Registrant on March 28, 2016) 10.1 Broadway Federal Bank Employee Stock Ownership Plan (Exhibit 10.1 to Form 10-K filed by the Registrant on March 28, 2016) 10.2 Amended and Restated Broadway Financial Corporation 2008 Long Term Incentive Plan (Exhibit 10.3 to Form 10-Q filed by Registrant on August 12, 2016) 10.3 Amended Form of Stock Option Agreement for stock options granted pursuant to Amended and Restated Broadway Financial Corporation 2008 Long-Term Incentive Plan (Exhibit 10.1 to Form 10-Q filed by Registrant on August 12, 2016) 10.4 Award Agreement, dated March 30, 2016, for restricted stock granted to Wayne-Kent A. Bradshaw pursuant to Broadway Financial Corporation 2008 Long-Term Incentive Plan (Exhibit 10.2 to Form 10-Q filed by Registrant on August 12, 2016) 10.5 Deferred Compensation Plan (Exhibit 10.14 to Registration Statement on Form S-1 filed by Registrant on November 20, 2013) 10.6 Salary Continuation Agreement between Broadway Federal Bank and former Chief Executive Officer Paul C. Hudson (Exhibit 10.15 to Registration Statement on Form S-1 filed by Registrant on November 20, 2013) 10.7 Securities Purchase Agreement, dated as of December 21, 2016, entered into among United States Treasury Department, Registrant, First Republic Bank and Broadway Federal Bank, f.s.b., Employee Stock Ownership Plan 10.8 Stock Purchase Agreement, dated as of December 21, 2016, entered into between First Republic Bank and Registrant 10.9 Exchange Agreement, dated as December 21, 2016, entered into between CJA Private Financial Restructuring Master Fund I L.P. and Registrant 10.10 Stock Purchase Agreement, dated as of December 21, 2016, entered into between Bank of Hope and Registrant 10.11 Stock Purchase and Exchange Agreement, dated as of December 21, 2016, entered into between National Community Investment Fund and Registrant 10.12 ESOP Loan Agreement and ESOP Pledge Agreement, each dated as of December 19, 2016, entered into between Registrant and Nicholas L. Saakvitne, as trustee for the Broadway Federal Bank, f.s.b., Employee Stock Ownership Plan Trust, and related Promissory Note, dated as of December 19, 2016 21.1 List of Subsidiaries (Exhibit 21.1 to Registration Statement on Form S-1 filed by Registrant on November 20, 2013) Exhibit Number* 23.1 Consent of Moss Adams LLP 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. |
/s/ Wayne-Kent A. Bradshaw Wayne-Kent A. Bradshaw Chief Executive Officer and President (Principal Executive Officer) Date: March 27, 2017 /s/ Brenda J. Battey Brenda J. Battey Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 22, 2017 /s/ Virgil P. Roberts Virgil P. Roberts Chairman of the Board Date: March 22, 2017 Kellogg Chan Director /s/ Robert C. Davidson, Jr. Robert C. Davidson, Jr. Director Date: March 22, 2017 /s/ Albert Odell Maddox Albert Odell Maddox Director Date: March 22, 2017 /s/ Daniel A. Medina Daniel A. Medina Director Date: March 22, 2017 /s/ Dutch C. Ross III Dutch C. Ross III Director Date: March 22, 2017 /s/ Erin Selleck Erin Selleck Director Date: March 22, 2017 BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Index to Consolidated Financial Statements Years ended December 31, 2016 and 2015 Report of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition Consolidated Statements of Income and Comprehensive Income Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Stockholders Broadway Financial Corporation We have audited the accompanying consolidated statements of financial condition of Broadway Financial Corporation and Subsidiary (the "Company") as of December 31, 2016 and 2015, and the related consolidated statements of income and comprehensive income, changes in stockholders' equity and cash flows for the years then ended. |
ASU 2016-1 (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income; (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. |
ASU 2016-1 (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. |
The Board has authorized the following loan approval limits: if the total of the borrower's existing loans and the loan under consideration is $1,000,000 or less, the new loan may be approved by a Senior Underwriter plus the Chief Executive Officer or Chief Credit Officer; if the total of the borrower's existing loans and the loan under consideration is from $1,000,001 to $2,000,000, the new loan must be approved by three Loan Committee members, one of whom must be Board-appointed non-management committee members; if the total of the borrower's existing loans and the loan under consideration is from $2,000,001 to $3,000,000, the new loan must be approved by four Loan Committee members, two of whom must be Board-appointed non-management committee members; and if the total of existing loans and the loan under consideration is more than $3,000,000, the new loan must be approved by four Loan Committee members, three of whom must be non-management committee members appointed by the Board or by the Executive Committee of the Board. |
• The issuance of 2,646 shares of Common Stock Equivalents in exchange for all of the accumulated dividends on the TARP preferred stock, totaling $2.6 million as of the date of the exchange; • The issuance of 2,575 shares of Common Stock Equivalents in exchange for $2.6 million principal amount of the Company's $5.0 million principal amount of borrowings under its then outstanding senior debt; • The forgiveness of the $1.8 million of accrued interest on the entire $5.0 million principal amount of the senior debt as of the date of the above-described exchange of Common Stock Equivalents for $2.6 million of the principal amount of the senior debt; • The modification of the terms of the remaining $2.4 million principal amount of the senior debt to, among other matters, extend the maturity and terminate application of the default interest rate thereon; • The exchange of 698 shares of Common Stock Equivalents issued in the senior debt principal exchange for 6,982 shares of Series G Non-Voting Preferred Stock; and • The issuance of 4,235,500 shares of common stock in private sales at a price of $1.00 per share, yielding $4.2 million in gross proceeds. |
The Company increased its liquidity and strengthened its balance sheet by completing the Recapitalization in 2013, which included the following transactions: (1)The issuance of 8,776 shares of Series F Common Stock Equivalents in exchange for the five series of the Company's formerly outstanding preferred stock with an aggregate liquidation value or preference of $17.6 million, including the TARP Preferred Stock that was issued to the United States Department of the Treasury (the "U.S. Treasury") pursuant to the Capital Purchase Program component of the U.S. Treasury's Troubled Asset Relief Program, which the parties agreed to value at $8.8 million based on the price at which shares of the Common Stock were sold in the Subscription Offering referred to below; (2)The issuance of 2,646 shares of Series F Common Stock Equivalents in exchange for all of the accumulated dividends on the TARP Preferred Stock, totaling $2.6 million as of the date of the exchange; (3)The issuance of 2,575 shares of Series F Common Stock Equivalents in exchange for $2.6 million principal amount of the Company's bank debt (the "Debt Exchange"); (4)The modification of the terms of the remaining $2.4 million principal amount of the senior debt to, among other matters, extend the maturity and eliminate the default rate. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (Continued) December 31, 2014 and 2013 Note 5-Loans Receivable Held for Investment Loans at year-end were as follows: The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2014 and 2013: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (Continued) December 31, 2014 and 2013 The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2014 and 2013: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements (Continued) December 31, 2014 and 2013 The following table presents information related to loans individually evaluated for impairment by type of loans as of December 31, 2014 and 2013: The recorded investment in loans excludes accrued interest receivable and loan origination fees, net, due to immateriality. |
The Company completed a Recapitalization on August 22, 2013, which strengthened and simplified the Company's capital structure through completion of the following transactions: (1)The issuance of 8,776 shares of Series F Common Stock Equivalents, which were shares of a new series of non-cumulative perpetual voting preferred stock, in exchange for the five series of the Company's formerly outstanding preferred stock with an aggregate liquidation value or preference of $17.6 million, including the TARP Preferred Stock that was issued to the U.S. Treasury pursuant to the Capital Purchase Program component of the U.S. Treasury's Troubled Asset Relief Program, which the parties agreed to value at $8.8 million based on the price at which shares of the Common Stock were sold in the Subscription Offering referred to below; (2)The issuance of 2,646 shares of Series F Common Stock Equivalents in exchange for all of the accumulated dividends on the TARP Preferred Stock, totaling $2.6 million as of the date of the exchange; (3)The issuance of 2,575 shares of Series F Common Stock Equivalents in exchange for $2.6 million principal amount of the Company's bank debt (the "Debt Exchange"); (4)The modification of the terms of the remaining $2.4 million principal amount of the senior line of credit to, among other matters, extend the maturity and eliminate the default rate; (5)The forgiveness of the $1.8 million of accrued interest on the entire amount of the Company's bank debt as of the date of the exchange; (6)The exchange of 698 shares of Series F Common Stock Equivalents issued in the Debt Exchange for 6,982 shares of a new Series G Non-Voting Preferred Stock ("Series G Preferred"); and (7)The issuance of 4,235,500 shares of Common Stock in private sales (the "Subscription Offering") at a price of $1.00 per share, yielding $4.2 million in gross proceeds. |
/s/ Wayne-Kent A. Bradshaw Wayne-Kent A. Bradshaw Chief Executive Officer and President (Principal Executive Officer) Date: March 31, 2014 /s/ Brenda J. Battey Brenda J. Battey Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: March 31, 2014 /s/ Virgil P. Roberts Virgil P. Roberts Chairman of the Board Date: March 26, 2014 /s/ Kellogg Chan Kellogg Chan Director Date: March 26, 2014 /s/ Robert C. Davidson, Jr. Robert C. Davidson, Jr. Director Date: March 26, 2014 /s/ Javier Leon Javier Leon Director Date: March 27, 2014 /s/ Albert Odell Maddox Albert Odell Maddox Director Date: March 27, 2014 /s/ Daniel A. Medina Daniel A. Medina Director Date: March 28, 2014 /s/ Paul C. Hudson Paul C. Hudson Director Date: March 26, 2014 BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Index to Consolidated Financial Statements Years ended December 31, 2013 and 2012 Report of Independent Registered Public Accounting Firm Consolidated Statements of Financial Condition Consolidated Statements of Operations and Comprehensive Income (Loss) Consolidated Statements of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders Broadway Financial Corporation We have audited the accompanying consolidated statements of financial condition of Broadway Financial Corporation and Subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders' equity, and cash flows for each of the years then ended. |
The Recapitalization strengthened and simplified the Company's capital structure through completion of the following transactions: (1)The issuance of 8,776 shares of Series F Common Stock Equivalents in exchange for the five series of the Company's formerly outstanding preferred stock with an aggregate liquidation value or preference of $17.6 million, including the TARP Preferred Stock that was issued to the United States Department of the Treasury (the "U.S. Treasury") pursuant to the Capital Purchase Program component of the U.S. Treasury's Troubled Asset Relief Program, which the parties agreed to value at $8.8 million based on the price at which shares of the Common Stock were sold in the Subscription Offering referred to below; (2)The issuance of 2,646 shares of Series F Common Stock Equivalents in exchange for all of the accumulated dividends on the TARP Preferred Stock, totaling $2.6 million as of the date of the exchange; BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 (3)The issuance of 2,575 shares of Series F Common Stock Equivalents in exchange for $2.6 million principal amount of the Company's bank debt (the "Debt Exchange"); (4)The modification of the terms of the remaining $2.4 million principal amount of the senior line of credit to, among other matters, extend the maturity and eliminate the default rate; (5)The forgiveness of the $1.8 million of accrued interest on the entire amount of the Company's bank debt as of the date of the exchange; (6)The exchange of 698 shares of Series F Common Stock Equivalents issued in the Debt Exchange for 6,982 shares of Series G Non-Voting Preferred Stock ("Series G Preferred"); and (7)The issuance of 4,235,500 shares of Common Stock in private sales (the "Subscription Offering") at a price of $1.00 per share, yielding $4.2 million in gross proceeds. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 Note 5 - Loans Receivable Held for Investment Loans at year-end were as follows: The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2013 and 2012: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2013 and 2012: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 The following table presents information related to loans individually evaluated for impairment by type of loans as of December 31, 2013 and 2012: The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 The following tables present quantitative information about level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2013 and 2012: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 Fair Values of Financial Instruments The carrying amounts and estimated fair values of financial instruments, at December 31, 2013 and December 31, 2012 were as follows: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2013 and 2012 The methods and assumptions, not previously presented, used to estimate fair values are described as follows: (a) Cash and Cash Equivalents The carrying amounts of cash and cash equivalents approximate fair values and are classified as Level 1. |
Consistent with the C&D, we have taken actions to address the concerns expressed by the OTS, including the following: • Increased the Bank’s liquid assets to $77.7 million at December 31, 2012, from $50.6 million at December 31, 2011, $32.5 million at December 31, 2010 and $22.4 million at December 31, 2009; • Substantially reduced the Bank’s brokered deposits to $2.9 million at year-end 2012, from $9.2 million at year-end 2011, $18.2 million at year end 2010 and $101.0 million at year-end 2009; • Substantially revised the Bank’s loan underwriting and internal asset review procedures and other aspects of the Bank’s business, as well as the Company’s management of its business and the oversight of the Company’s business by the Board; • Developed and are pursuing a capital plan for increasing our common equity base, as described under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources.” Recent Regulatory Reform Legislation In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which is intended to address perceived weaknesses in the U.S. financial regulatory system and prevent future economic and financial crises. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2012 and 2011 Note 5 - Loans Receivable Held for Investment Loans at year-end were as follows: The following tables present the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2012 and 2011: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2012 and 2011 The following tables present the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2012 and 2011: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2012 and 2011 The following table presents information related to loans individually evaluated for impairment by class of loans as of December 31, 2012 and 2011: The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. |
Consistent with the C&D, we have taken actions to address the concerns expressed by the OTS, including the following: • Improved our regulatory capital so that our regulatory capital now exceeds the Core Capital ratio of 8.00% and Total Risk Based Capital ratio of 12.00% required for the Bank by the C&Ds; the Bank’s Core Capital ratio was 8.38% and its Total Risk Based Capital ratio was 13.01% at December 31, 2011, compared to 8.82% and 13.05%, respectively, at December 31, 2010 and 6.69% and 10.19%, respectively, at December 31, 2009; • Increased the Bank’s liquid assets to $50.6 million at December 31, 2011, from $32.5 million at December 31, 2010 and $22.4 million at December 31, 2009; • Substantially reduced the Bank’s brokered deposits to $9.2 million at year-end 2011, from $18.2 million at year end 2010 and $101.0 million at year-end 2009; • Substantially revised the Bank’s loan underwriting and internal asset review procedures and other aspects of the Bank’s business, as well as the Company’s management of its business and the oversight of the Company’s business by the Board; • Developed and are pursuing a capital plan for increasing our common equity base, as described under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital Resources.” Recent Regulatory Reform Legislation In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which is intended to address perceived weaknesses in the U.S. financial regulatory system and prevent future economic and financial crises. |
To date, we: • Have obtained the agreement of the U.S. Treasury Department to exchange the shares of our Series D and E Fixed Rate Cumulative Perpetual Preferred Stock held by it for our common stock at a discount of 50% of the liquidation amount, plus an undiscounted exchange of the accumulated but unpaid dividends on such preferred stock for common stock; • Have obtained the agreement of the holder of our Series A Perpetual Preferred Stock to exchange its holdings for common stock at a discount of 50% of the liquidation amount, subject to documentation and certain terms and conditions and are in discussions with the holder of our Series B Perpetual Preferred Stock regarding exchange of its holdings for common stock on a similar basis; • Are in discussions with our senior bank lender regarding exchange of a portion of the $5 million outstanding amount borrowed under our line of credit, which is currently in default, for common stock at 100% of the face amount to be exchanged; forgiveness of the accrued interest on the entire amount of the line of credit to the date of the exchange; and entering into a new credit agreement for the remainder of the facility that would be outstanding after the exchange. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2011 and 2010 Note 4-Loans Receivable Loans at year-end were as follows: The following table presents the activity in the allowance for loan losses by portfolio segment for the year ended December 31, 2011: Activity in the allowance for loan losses for the year ended December 31, 2010 was as follows: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2011 and 2010 The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2011 and 2010: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) December 31, 2011 and 2010 The following table presents information related to impaired loans by class of loans as of and for year ended December 31, 2011: The recorded investment in loans excludes accrued interest receivable and loan origination fees, net due to immateriality. |
Consistent with the C&D, we have taken actions to address the concerns expressed by the OTS, including the following: • Improved our regulatory capital so the our capital now exceeds the required Core Capital ratio of 8.00% and Total Risk Based Capital ratio of 12.00%; the Bank’s Core Capital ratio was 8.82% and its Total Risk Based Capital ratio was 13.05% at December 31, 2010, compared to 6.69% and 10.19%, respectively, at December 31, 2009; • Increased liquidity by $10.1 million, from $22.4 million at December 31, 2009 to $32.5 million at December 31, 2010, and increased liquid assets to 179% of brokered deposits at December 31, 2010 from 22% at December 31, 2009; • Substantially reduced brokered deposits, by $82.8 million, to $18.2 million at year end; • Completed a comprehensive external review of our loan portfolio-Over 76% of the dollar amount of the gross loan portfolio was reviewed by an independent loan review firm in the fourth quarter, including 100% of our church loan portfolio; • Substantially revised the Bank’s loan underwriting and internal asset review procedures and other aspects of the Bank’s business, as well as the Company’s management of its business and the oversight of the Company’s business by the Board; • Developed and are pursuing a capital plan for increasing our common equity base, as described under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Capital Resources.” Recent Regulatory Reform Legislation In July 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act), which is intended to address perceived weaknesses in the U.S. financial regulatory system and prevent future economic and financial crises. |
Prompt Corrective Action The Bank is also subject to the prompt corrective action (“PCA”) capital regulations of the OTS and FDIC pursuant to which banks and savings institutions are to be classified into one of five categories based primarily upon capital adequacy, ranging from “well capitalized” to “critically undercapitalized” and which require, subject to certain exceptions, the appropriate federal banking agency to take prompt corrective action with respect to an institution which becomes “undercapitalized” and to take additional actions if the institution becomes “significantly undercapitalized” or “critically undercapitalized.” Under the OTS’s PCA regulations, an institution is “well capitalized” if it has a Total Risk-based capital ratio of 10.00% or greater, has a Tier 1 Risk-based capital ratio (Tier 1 capital to total risk-weighted assets) of 6.00% or greater, has a Core capital ratio of 5.00% or greater and is not subject to any written capital order or directive to meet and maintain a specific capital level or any capital measure. |
BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) Note 4 - Loans Loans at year-end were as follows: Activity in the allowance for loan losses was as follows: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) The following table presents the balance in the allowance for loan losses and the recorded investment in loans by segment of loans and based on impairment method as of December 31, 2010: Impaired loans were as follows: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2010: The following table presents the recorded investment in nonaccrual loans by class of loans: BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) There were no loans 90 days or more delinquent that were accruing interest as of December 31, 2010 and 2009. |
Prompt Corrective Action The Bank is also subject to the prompt corrective action (“PCA”) capital regulations of the OTS and FDIC pursuant to which banks and savings institutions are to be classified into one of five categories based primarily upon capital adequacy, ranging from “well capitalized” to “critically undercapitalized” and which require, subject to certain exceptions, the appropriate federal banking agency to take prompt corrective action with respect to an institution which becomes “undercapitalized” and to take additional actions if the institution becomes “significantly undercapitalized” or “critically undercapitalized.” Under the OTS’s PCA regulations, an institution is “well capitalized” if it has a Total Risk-based capital ratio of 10.00% or greater, has a Tier 1 Risk-based capital ratio (Tier 1 capital to total risk-weighted assets) of 6.00% or greater, has a Core capital ratio of 5.00% or greater and is not subject to any written capital order or directive to meet and maintain a specific capital level or any capital measure. |
Loan commitments at year-end 2009 consisted of a single-family residential loan, two multi-family residential loans and a commercial real estate loan with an average interest rate of 6.33% BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) Note 17 - Parent Company Only Condensed Financial Information Condensed financial information of Broadway Financial Corporation follows: Condensed Balance Sheet Condensed Statements of Operations BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) Condensed Statements of Cash Flows BROADWAY FINANCIAL CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (continued) Note 18 - Earnings (Loss) Per Common Share The factors used in the earnings (loss) per common share computation follow: Stock options and warrant for 196,000 and 283,000 shares of common stock were not considered in computing diluted earnings per common share for 2009 and 2008 because they were anti-dilutive. |
Following is a reconciliation of Broadway Federal’s equity capital to the minimum OTS regulatory capital requirements as of December 31, 2008 and December 31, 2007: (1) Excluding accumulated other comprehensive income, net of taxes The Bank is subject to prompt corrective action (“PCA”) of the OTS and FDIC pursuant to which banks and savings institutions are to be classified into one of five categories based primarily upon capital adequacy, ranging from “well capitalized” to “critically undercapitalized” and which require, subject to certain exceptions, the appropriate federal banking agency to take prompt corrective action with respect to an institution which becomes “undercapitalized” and to take additional actions if the institution becomes “significantly undercapitalized” or “critically undercapitalized.” Under the OTS regulations implementing the PCA provisions, an institution is “well capitalized” if it has a Total Risk-based capital ratio of 10.00% or greater, has a Tier 1 Risk-based capital ratio (Tier 1 capital to total risk-weighted assets) of 6.00% or greater, has a Core capital ratio of 5.00% or greater and is not subject to any written capital order or directive to meet and maintain a specific capital level or any capital measure. |
These include: • establishment registration and device listing with the FDA; • state licensure requirements for the manufacturing and distribution of medical devices; • QSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during all aspects of the design and manufacturing process; • labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced, provide adequate directions for use, and that all claims are substantiated, and also prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; FDA guidance on off-label dissemination of information and responding to unsolicited requests for information; • clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices, or approval of a supplement for certain modifications to PMA devices; • medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur; • correction, removal, and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; • complying with the new federal law and regulations requiring Unique Device Identifiers on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database; • the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; • post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device; • the federal Physician Sunshine Act and various state and foreign laws on reporting remunerative relationships with health care customers; • the federal Anti-Kickback Statute (and similar state laws) prohibiting, among other things, soliciting, receiving, offering or providing remuneration intended to induce the purchase or recommendation of an item or service reimbursable under a federal healthcare program, such as Medicare or Medicaid. |
Ion Mobility Spectrometers 1st Detect •High false alarms •Lower probability of detection •Numerous unscheduled bake-outs and calibrations •Limited library of compounds of interest •Fixed library requiring hardware changes to update •Causes delays at security/inspection checkpoints •Low price chemical detector •Near-zero false alarm rate •Higher probability of detection •Near 100% up-time •Unlimited library of compounds of interest •Instantaneous library updates •Improves throughput at checkpoints •Competitive with IMS Traditional Mass Spectrometers 1st Detect •Very high price •Laboratory-quality sensitivity, specificity, and performance •Cumbersome clear-out and recalibration process •Large footprint •Heavy •Non-portable •High power requirements •Tandem mass spectrometry (“MS/MS”) available on high-end instruments •Stored Waveform Inverse Fourier Transform (“SWIFT”) available on select instruments •Much lower price •Laboratory-quality sensitivity, specificity, and performance •Automated calibration •Small footprint •Relatively light •Portable •Low power requirements •MS/MS provides secondary confirmation of an analysis •SMART (“Sinusoidal Multiplexed Array in Real Time”), an improved version of SWIFT, selectively eliminates specific chemicals to reduce false positives Agriculture Technology Corporation We believe the AG-LAB-1000 is the only solution on the market that can detect the presence of all regulated pesticides in real-time. |
Ion Mobility Spectrometers 1st Detect •High false alarms •Lower probability of detection •Limited library of compounds of interest •Fixed library requiring hardware changes to update •Causes delays at security/inspection checkpoints •Low price chemical detector •Near-zero false alarm rate •Higher probability of detection •Unlimited library of compounds of interest •Instantaneous library updates •Improves throughput at checkpoints •Similar price as IMS Traditional Mass Spectrometers 1st Detect •Very high price •Laboratory-quality sensitivity, specificity, and performance •Cumbersome clear-out and recalibration process •Large footprint •Heavy •Non-portable •High power requirements •Tandem mass spectrometry (“MS/MS”) available on high-end instruments •Stored Waveform Inverse Fourier Transform (“SWIFT”) available on select instruments •Much lower price •Laboratory-quality sensitivity, specificity, and performance •Automated calibration •Small footprint •Relatively light •Portable •Low power requirements •MS/MS provided secondary confirmation of an analysis •SMART (“Sinusoidal Multiplexed Array in Real Time”), an improved version of SWIFT, selectively eliminates specific chemicals to reduce false positives Astral Images Astral faces significant competition from several vendors in the scanning and restoration services industry. |
A Summary of Revenue Recognition Methods Services/Products Provided Contract Type Method of Revenue Recognition Payload Processing Facilities Firm Fixed Price - Mission Specific Ratably, over the occupancy period of a satellite within the facility from arrival through launch Firm Fixed Price - Guaranteed Number of Missions For multi-year contract, payments recognized ratably over the contract period Commercial Space Habitat Modules, Integration & Operations Support Services and Construction contracts Firm Fixed Price Percentage-of-completion based on costs incurred Configuration Management, Engineering Services Cost Reimbursable Award/Fixed Fee Reimbursable costs incurred plus award/fixed fee Commercial Products Specific Purchase Order Based At shipment Grant Cost Reimbursable Award As costs are incurred for related research and development expenses Under certain contracts, we make expenditures for specific enhancements and/or additions to our facilities where the customer agrees to pay a fixed fee to deliver the enhancement or addition. |
333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005) 10.8 SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997) 10.9 Agreement between Astrotech Space Operations, Inc. and McDonnell Douglas Corporation, dated January 7, 2000 (incorporated by reference to Exhibit 10.103 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000) 10.10 Agreement between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc., dated January 24, 2000 (incorporated by reference to Exhibit 10.104 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000) 10.11 Credit agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.114 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 8, 2001) 10.12 Employment and Non-Interference Agreement, dated as of April 1, 2003, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.119 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 14, 2003) 10.13 First amendment to the Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.122 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 filed with the Securities and Exchange Commission on February 13, 2004) 10.14 Employment and Non-Interference Agreement, dated as of January 9, 2004, between the Registrant and Brian K. Harrington (incorporated by reference to Exhibit 10.123 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 12, 2004) 10.15 Year Lease, dated as of February 1, 1991, between the Registrant and Canaveral Port Authority (incorporated by reference to Exhibit 10.17 of the Registrant’s Registration Statement (Reg. |
333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005) 10.43 First Amendment to Loan Agreement (incorporated by reference to Exhibit 10.49 of the Registrant’s Current Report on 8-K filed with the Securities Exchange Commission on November 10, 2005), effective September 30, 2005 between SPACEHAB, Incorporated (the “Borrower”) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the “Lender”), as executed on November 10, 2005 10.44 Second Amendment to Loan Agreement (incorporated by reference to Exhibit 10.50 of the Registrant’s Current Report on 8-K filed with the Securities Exchange Commission on March 3, 2006), dated February 11, 2006 between SPACEHAB, Incorporated (the “Borrower”) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the “Lender”), as executed on February 28, 2006 10.45 Separation Agreement and Mutual Release, dated as of December 15, 2006, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2006) 10.46 Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and Michael E. Bain (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007) 10.47 Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and E. Michael Chewning (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007) 10.48 Employment and Non-Interference Agreement, dated as of June 4, 2007, between the Registrant and Michael J. Bowker (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2007) 10.49 Contract No. |
On August 31, 2007 we filed a Schedule TO pursuant to Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to exchange (the “Exchange Offer”) 74 shares of common stock and 1.2 shares of Series C Convertible Preferred Stock for each $1,000 principal amount of outstanding 8% Convertible Subordinated Notes due 2007 (the “Junior Notes”) up to $10,306,000 in aggregate principal amount of the Junior Notes and 667 shares of common stock and 1 share of Series C Convertible Preferred Stock for each $1,000 principal amount of outstanding 5.5% Senior Convertible Notes due 2010 (the “Senior Notes”) up to $52,944,000 in aggregate principal amount of the Senior Notes, upon the terms and subject to the conditions set forth in the Company’s offering memorandum, dated August 31, 2007 (the “Offering Memorandum”), and the related Exchange Offer materials which are filed as Exhibits (a)(1)(B) to (a)(1)(I) of the Schedule TO (which Offering Memorandum and related Exchange Offer materials, as amended or supplemented from time to time, collectively constitute the “Offer Materials”). |
(27) Subsequent Events Tender Offer On August 31, 2007 we filed a Schedule TO pursuant to Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the Company’s offer to exchange (the “Exchange Offer”) 74 shares of common stock and 1.2 shares of Series C Convertible Preferred Stock for each $1,000 principal amount of outstanding 8% Convertible Subordinated Notes due 2007 (the “Junior Notes”) up to $10,306,000 in aggregate principal amount of the Junior Notes and 667 shares of common stock and 1 share of Series C Convertible Preferred Stock for each $1,000 principal amount of outstanding 5.5% Senior Convertible Notes due 2010 (the “Senior Notes”) up to $52,944,000 in aggregate principal amount of the Senior Notes, upon the terms and subject to the conditions set forth in the Company’s offering memorandum, dated August 31, 2007 (the “Offering Memorandum”), and the related Exchange Offer materials which are filed as Exhibits (a)(1)(B) to (a)(1)(I) of the Schedule TO (which Offering Memorandum and related Exchange Offer materials, as amended or supplemented from time to time, collectively constitute the “Offer Materials”). |
333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005) 10.8 SPACEHAB, Incorporated 1997 Employee Stock Purchase Plan (incorporated by reference to Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 1997) 10.9 Agreement between Astrotech Space Operations, Inc. and McDonnell Douglas Corporation, dated January 7, 2000 (incorporated by reference to Exhibit 10.103 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000) 10.10 Agreement between Astrotech Space Operations, Inc. and Lockheed Martin Commercial Launch Services, Inc., dated January 24, 2000 (incorporated by reference to Exhibit 10.104 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the Securities and Exchange Commission on May 12, 2000) 10.11 Credit agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.114 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 filed with the Securities and Exchange Commission on November 8, 2001) 10.12 Employment and Non-Interference Agreement, dated as of April 1, 2003, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.119 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Securities and Exchange Commission on May 14, 2003) 10.13 First amendment to the Credit Agreement dated as of August 30, 2001 by and between Astrotech Florida Holdings, Inc. and SouthTrust Bank (incorporated by reference to Exhibit 10.122 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003 filed with the Securities and Exchange Commission on February 13, 2004) 10.14 Employment and Non-Interference Agreement, dated as of January 9, 2004, between the Registrant and Brian K. Harrington (incorporated by reference to Exhibit 10.123 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 12, 2004) 10.15 50 Year Lease, dated as of February 1, 1991, between the Registrant and Canaveral Port Authority (incorporated by reference to Exhibit 10.17 of the Registrant’s Registration Statement (Reg. |
333-126772), and all amendments thereto, filed with the Securities and Exchange Commission on July 21, 2005) 10.43 First Amendment to Loan Agreement (incorporated by reference to Exhibit 10.49 of the Registrant’s Current Report on 8-K filed with the Securities Exchange Commission on November 10, 2005), effective September 30, 2005 between SPACEHAB, Incorporated (the “Borrower”) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the “Lender”), as executed on November 10, 2005 10.44 Second Amendment to Loan Agreement (incorporated by reference to Exhibit 10.50 of the Registrant’s Current Report on 8-K filed with the Securities Exchange Commission on March 3, 2006), dated February 11, 2006 between SPACEHAB, Incorporated (the “Borrower”) and Citibank Texas, N.A., formerly known as First American Bank, SSB (the “Lender”), as executed on February 28, 2006 10.45 Separation Agreement and Mutual Release, dated as of December 15, 2006, between the Registrant and Michael E. Kearney (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2006) 10.46 Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and Michael E. Bain (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007) 10.47 Separation Agreement and Mutual Release, dated as of January 19, 2007, between the Registrant and E. Michael Chewning (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on 10-Q, filed with the Securities and Exchange Commission on February 14, 2007) 10.48 Employment and Non-Interference Agreement, dated as of June 4, 2007, between the Registrant and Michael J. Bowker (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2007) 10.49 Contract No. |
The following summarizes significant changes for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004: Revenue increase of $3.8 million, consisting of the following: • A decrease in the Research and Logistics Mission Support contract of $23.3 million in fiscal year 2005 compared to fiscal year 2004 due to the termination of the contract in January • An increase in Lockheed Martin contract revenue of $23.5 million in fiscal year 2005 as compared to fiscal year 2004 due to the startup of the contract in February 2004 • An increase in the ESP2 contract revenue of $3.8 million in fiscal year 2005 as compared to fiscal year 2004 due to the increased activities on the contract due to the launch of STS-114 in July 2005 • An increase in revenue attributable to our CE&R contract with NASA of $1.6 million that was started in the first quarter of fiscal year 2005 • An increase in the Japanese Experiment Thermal Incubator Service contract revenue of $0.3 million in fiscal year 2005 as compared to fiscal year 2004 due to increased project work being performed • Other contract revenue decrease of $2.1 million, mainly due to the cancellation of the RDM’s planned second mission under the Research and Logistics Mission Support contract during fiscal year 2004 Cost of Revenue increase of $5.1 million, consisting of the following: • A decrease in the Research and Logistics Mission Support contract of $13.8 million in fiscal year 2005 compared to fiscal year 2004 due to the termination of the contract in January • An increase in Lockheed Martin contract cost of revenue of $14.6 million fiscal year 2005 as compared to fiscal year 2004 due to the startup of the contract in February 2004 • An increase in the ESP2 contract cost of revenue of $3.7 million in fiscal year 2005 as compared to fiscal year 2004 due to the increased activities on the contract due to the launch of STS-114 in July 2005 • An increase in cost of revenue attributable to our CE&R contract with NASA of $1.1 million that was started in the first quarter of fiscal year 2005 • An increase in the Japanese Experiment Thermal Incubator Service contract cost of revenue of $0.1 million in fiscal year 2005 as compared to fiscal year 2004 due to increased project work being performed • Other contract cost of revenue decrease of $0.6 million, mainly due to the cancellation of the RDM’s planned second mission under the Research and Logistics Mission Support contract during fiscal year 2004 All space shuttle missions had been suspended since the February 1, 2003 Space Shuttle Columbia accident and did not resume until July 2005, affecting revenues and operating income of our SFS business unit for fiscal year 2005 and 2004. |
The following summarizes significant changes for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004: Revenue decreased by $4.1 million for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004 primarily as a result of: • A decrease in revenue under the Stowage, Engineering And Decal contract of $4.1 million in fiscal year 2005 as compared to fiscal year 2004 due to the completion of the contract • A decrease in revenue under the Configuration Management contract revenue of $2.7 million from fiscal year 2004 to fiscal year 2005 due to completion of the contract • An increase in revenue under the PI&C contract of $2.6 million which was awarded in January 2004 • An increase in other contract revenue of $0.1 million Cost of revenue decreased by $4.7 million for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004, primarily due to: • A decrease in cost of revenue under the Stowage, Engineering And Decal contract of $3.2 million in fiscal year 2005 as compared to fiscal year 2004 due to the completion of the contract • A decrease in cost of revenue under the Configuration Management contract revenue of $4.5 million from fiscal year 2004 to fiscal year 2005 due to completion of the contract • An increase in cost of revenue under the PI&C contract of $2.1 million which was awarded in January 2004 • A decrease in selling, general and administrative expense of $0.8 million from fiscal year 2004 to fiscal year 2005 • A increase in other contract of revenue of $1.7 million primarily due to the IVA handrails contract with NASA Space Media Operating income (loss) before charges for our Space Media business unit was ($0.1) million for fiscal year 2006, compared to ($0.1) million and ($0.1) million for fiscal years 2005 and 2004, respectively. |
The level of our outstanding indebtedness has several important consequences for our future operations, including the following: • A substantial portion of our cash flow from operations will be dedicated to the payment of interest on, and principal of, our indebtedness and will not be available for other purposes • Our revolving credit facility contains financial tests that we must satisfy in order to continue to borrow funds under the facility, and a failure to meet these tests may also be a default under our facility • Covenants contained in our credit agreements and indentures may have the effect of limiting our flexibility in reacting to changes in our business and our ability to fund future operations and acquisitions • Our ability to refinance existing debt or obtain additional financing in the future for capital expenditures, acquisitions, general corporate purposes or other purposes may be impaired • Our ability to withstand competitive pressures, adverse economic conditions and adverse changes in governmental regulations, and to make acquisitions, react to changes in our industry or take advantage of significant business opportunities that may arise could be negatively impacted These consequences could make us more vulnerable to a downturn in our business or general economic conditions than a less leveraged competitor. |
The following summarizes significant changes for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004: Revenue increase of $3.8 million, consisting of the following: • A decrease in the Research and Logistics Mission Support contract of $23.3 million in fiscal year 2005 compared to fiscal year 2004 due to the termination of the contract in January • An increase in Lockheed Martin contract revenue of $23.5 million in fiscal year 2005 as compared to fiscal year 2004 due to the startup of the contract in February 2004 • An increase in the External Stowage Platform 2 contract revenue of $3.8 million in fiscal year 2005 as compared to fiscal year 2004 due to the increased activities on the contract due to the launch of STS-114 in July 2005 • An increase in revenue attributable to our Concept Exploration and Refinement contract with NASA of $1.6 million that was started in the first quarter of fiscal year 2005 • An increase in the Japanese Experiment Thermal Incubator Service contract revenue of $0.3 million in fiscal year 2005 as compared to fiscal year 2004 due to increased project work being performed • Other contract revenue decrease of $2.1 million, mainly due to the cancellation of the RDM’s planned second mission under the Research and Logistics Mission Support contract during fiscal year 2004 Cost of Revenue increase of $5.1 million, consisting of the following: • A decrease in the Research and Logistics Mission Support contract of $13.8 million in fiscal year 2005 compared to fiscal year 2004 due to the termination of the contract in January • An increase in Lockheed Martin contract cost of revenue of $14.6 million fiscal year 2005 as compared to fiscal year 2004 due to the startup of the contract in February 2004 • An increase in the External Stowage Platform 2 contract cost of revenue of $3.7 million in fiscal year 2005 as compared to fiscal year 2004 due to the increased activities on the contract due to the launch of STS-114 in July 2005 • An increase in cost of revenue attributable to our Concept Exploration and Refinement contract with NASA of $1.1 million that was started in the first quarter of fiscal year 2005 • An increase in the Japanese Experiment Thermal Incubator Service contract cost of revenue of $0.1 million in fiscal year 2005 as compared to fiscal year 2004 due to increased project work being performed; • Other contract cost of revenue decrease of $0.6 million, mainly due to the cancellation of the RDM’s planned second mission under the Research and Logistics Mission Support contract during fiscal year 2004 All space shuttle missions had been suspended since the February 1, 2003 Space Shuttle Columbia accident and did not resume until July 2005, affecting revenues and operating income of our SFS business unit for fiscal year 2005 and 2004. |
The following summarizes significant changes for our fiscal year ended June 30, 2004 as compared to our fiscal year ended June 30, 2003: Revenue decreases of $8.4 million, consisting of the following: • Research and Logistics Mission Support contract revenue decreased by $14.4 million as it was terminated in January 2004 • New revenue from the Lockheed Martin contract of $7.8 million that replaced the Research and Logistics Mission Support contract • The External Stowage Platform 2 contract revenue decreased by $4.5 million • The various other contract revenue decreased $0.1 million • Recognized revenue from the Japanese Experiment Thermal Incubator Service of $2.8 million Cost of Revenue decrease of $10.5 million, consisting of the following: • Termination of Boeing’s subcontract decreased cost of revenue by $7.0 million • Reduced EADS subcontract costs in 2004 of $3.6 million due to no missions in 2004 • Decrease in asset depreciation in 2004 of $1.8 million due to the loss of the RDM in fiscal year 2003 • Decrease in other cost of revenue of $0.3 million • Increase in internal labor costs of $1.6 million due to bringing the integrations and operations of our modules in-house • Increase in selling, general and administrative expenses of $0.6 million All space shuttle missions had been suspended since the February 1, 2003 space shuttle Columbia accident, affecting revenues and operating income of our SFS business unit for fiscal year 2004. |
The following summarizes significant changes for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004: Revenue decreased by $4.1 million for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004 primarily as a result of: • A decrease in revenue under the Stowage, Engineering And Decal contract of $4.1 million in fiscal year 2005 as compared to fiscal year 2004 due to the completion of the contract • A decrease in revenue under the Configuration Management contract revenue of $2.7 million from fiscal year 2004 to fiscal year 2005 due to completion of the contract • An increase in revenue under the PI&C contract of $2.6 million which was awarded in January 2004 • An increase in other contract revenue of $0.1 million Cost of revenue decreased by $4.7 million for our fiscal year ended June 30, 2005 as compared to our fiscal year ended June 30, 2004, primarily due to: • A decrease in cost of revenue under the Stowage, Engineering And Decal contract of $3.2 million in fiscal year 2005 as compared to fiscal year 2004 due to the completion of the contract • A decrease in cost of revenue under the Configuration Management contract revenue of $4.5 million from fiscal year 2004 to fiscal year 2005 due to completion of the contract • An increase in cost of revenue under the PI&C contract of $2.1 million which was awarded in January 2004 • A decrease in selling, general and administrative expense of $0.8 million from fiscal year 2004 to fiscal year 2005 • A increase in other contract of revenue of $1.7 million primarily due to the extravehicular activity handrails contract with NASA SGS Business Unit Results of Operations for Fiscal year ended June 30, 2004 as Compared to the Fiscal Year Ended June 30, 2003 Our SGS business unit’s operating income before charges decreased by $1.6 million from fiscal year 2003 to fiscal year 2004. |
The following summarizes significant changes for our fiscal year ended June 30, 2004 as compared to our fiscal year ended June 30, 2003: Revenue decreased by $24.5 million for our fiscal year ended June 30, 2004 as compared to our fiscal year ended June 30, 2003 primarily as a result of: • The completion of the Flight Crew Systems Development contract on April 30, 2003, which resulted in no revenue in fiscal year 2004 versus $25.8 million in fiscal year 2003 • Revenue recorded under the Stowage, Engineering And Decal contract increased by $1.3 million in fiscal year 2004 as compared to fiscal year 2003 due to increased project work in fiscal year 2004 • The Configuration Management contract revenue decreased by $2.4 million from fiscal year 2003 to fiscal year 2004 due to completion of the contract • The PI&C contract which was awarded in January 2004 recognized revenue of $2.8 million in fiscal year 2004 • A decrease in other contract revenue of $0.4 million Cost of revenue decreased by $22.9 million for our fiscal year ended June 30, 2004 as compared to our fiscal year ended June 30, 2003, primarily due to: • The completion of the Flight Crew Systems Development contract on April 30, 2003, which resulted in a reduction in our cost of revenue of $23.9 million in fiscal year 2004 as compared to fiscal year 2003 • Cost of revenue increasing under the Stowage, Engineering And Decal contract by $1.5 million in fiscal year 2004 as compared to fiscal year 2003 due to increased project work in fiscal year 2004 • The Configuration Management contract cost of revenue decreased by $1.9 million from fiscal year 2003 to fiscal year 2004 due to the completion of the contract • The award in January 2004 of the PI&C contract which increased our cost of revenue for fiscal year 2004 by $2.8 million • Decreases in the Shanghai Scienceland project cost of revenue of $0.3 million • Decreases in the cost of revenue for the Destiny module of $0.7 million in fiscal year 2004 as compared to fiscal year 2003 due to the completion of the project in fiscal year 2003 • Decreases in other cost of revenue of $0.4 million On November 5, 2003 NASA notified us that we were not awarded the International Space Station Mission Integration Contract. |
The following summarizes significant items: • We had an outstanding balance of $1.4 million on our revolving credit facility at the end of fiscal year 2004 and no balance outstanding at June 30, 2005 • Our accounts payable and accrued expenses increased from $12.6 million to $16.4 million due to the increased mission activities for the return to flight of the space shuttle fleet and the recording of $0.5 million for the Lloyd’s settlement • Our current portion of deferred revenue declined by $4.5 million due to the timing of the space shuttle related revenue recognized and the startup of the Japanese Experiment Thermal Incubator Service contract • Other liabilities increased by $0.3 million primarily due to recording a short-term gain on the sale of the SPPF and our Headquarters facilities that will be recognized over the term of the leases Our long-term debt as of June 30, 2005 decreased by $2.0 million from the end of the prior fiscal year due primarily by the scheduled mortgage principal payments on our Astrotech facility. |
The following summarizes significant items: Revenue decrease of $8.4 million • ReALMS revenue decreased by $14.4 million as it was terminated in January 2004 • New revenue from the Lockheed Martin contract of $7.8 million that replaced the ReALMS contract • ESP2 revenue decreased by $4.5 million • The various other contract revenue decreased $0.1 million • Recognized revenue from JETIS of $2.8 million Cost of Revenue decrease of $10.5 million • Termination of Boeing’s subcontract decreased cost of revenue by $7.0 million • Reduced EADS subcontract costs in 2004 of $3.6 million due to no missions in 2004 • Decrease in asset depreciation in 2004 of $1.8 million due to the loss of the RDM in fiscal year 2003 • Decrease in other cost of revenue of $0.3 million • Increase in internal labor costs of $1.6 million due to bringing the integrations and operations of our modules in-house • Increase in selling, general and administrative expenses of $0.6 million All space shuttle missions have been suspended since the February 1, 2003 Space Shuttle Columbia accident affecting revenues and operating income of our SFS business unit for fiscal year 2004. |
The following summarizes significant items: Revenue decrease of $4.7 million • ReALMS revenue decreased by $8.8 million due to the completion of STS-107 and the grounding of the space shuttle fleet due to the STS-107 accident • ESP2 revenue increased by $4.1 million due to the increased work on the project during fiscal year 2003 as compared to fiscal year 2002 Cost of Revenue increase of $2.8 million • ESP2 cost of revenue increased by $3.6 million due to the increased work on the project during fiscal year 2003 as compared to fiscal year 2002 • ReALMS cost of revenue decreased by $3.3 million primarily due to the closeout of STS-107 • Increase of $1.5 million in ICC and VCC lease costs in fiscal year 2003 as compared to fiscal year 2002 primarily due to a full year of VCC lease costs in fiscal year 2003 • Increase in indirect costs of $1.0 million due to recording certain costs that had been previously recorded as corporate costs as SFS’ indirect costs, such as, depreciation, insurance, benefits, etc Our fiscal year 2003 operating income included a charge of approximately $50.3 million, net of insurance proceeds of $17.7 million on our loss of the RDM in the Space Shuttle Columbia tragedy. |
The following summarizes significant items: Revenue decreased by $24.5 million • The FCSD contract was completed April 30, 2003 which resulted in no revenue in fiscal year 2004 versus $25.8 million in fiscal year 2003 • Revenue recorded under the SEDC contract increased in fiscal year 2004 as compared to fiscal year 2003 of $1.3 million due to increased project work in fiscal year 2004 • The Configuration Management contract revenue decreased by $2.4 million from fiscal year 2003 to fiscal year 2004 due to completion of the contract and the award of the PI&C contract in January 2004 • The PI&A contract recognized revenue of $2.8 million in fiscal year 2004 which was awarded in January 2004 • Decrease in other contract revenue of $0.4 million Cost of revenue decreased by $22.9 million • The FCSD contract was completed April 30, 2003 which resulted in $23.9 million less cost of revenue in fiscal year 2004 as compared to fiscal year 2003 • Cost of revenue increased under the SEDC contract in fiscal year 2004 as compared to fiscal year 2003 of $1.5 million due to increased project work in fiscal year 2004 • The Configuration Management cost of revenue decreased by $1.9 million from fiscal year 2003 to fiscal year 2004 due to the completion of the contract and the award of the PI&C contract in January 2004 • The PI&C cost of revenue for fiscal year 2004 was $2.8 million which was awarded in January 2004 • Decrease in Shanghai Scienceland project cost of revenue of $0.3 million • Decrease in cost of revenue for the Destiny module of $0.7 million in fiscal year 2004 as compared to fiscal year 2003 due to the projection completion in fiscal year 2003 • Decrease in other cost of revenue of $0.4 million On November 5, 2003, NASA notified the Company that it was not awarded the ISS Mission Integration Contract. |
The following summarizes significant items: Revenue decreased by $6.0 million from fiscal year 2002 to fiscal year 2003 • The FCSD contract was completed April 30, 2003 which resulted in $8.8 million less revenue in fiscal year 2003 as compared to fiscal year 2002 • Revenue recorded under the SEDC contract, which was awarded in fiscal year 2003, was $2.5 million • The Configuration Management contract revenue decreased by $0.5 million from fiscal year 2002 to fiscal year 2003 due to decrease in project work • Other revenue increased by $0.8 million Cost of revenue decreased by $6.2 million • The FCSD contract was completed April 30, 2003 which resulted in $8.0 million less cost of revenue in fiscal year 2003 as compared to fiscal year 2002 • Cost of revenue recorded under the SEDC contract, which was awarded in fiscal year 2003, was $2.4 million • The Configuration Management cost of revenue decreased by $0.4 million from fiscal year 2002 to fiscal year 2003 due to decrease in project work • In fiscal year 2002, there was $1.0 million of cost of revenue for a project with Shanghai Scienceland that was completed in fiscal year 2002 with only minimum trailing costs in fiscal year 2003 • Increase in other cost of revenue of $0.8 million As a result of the loss of the recompete of the Flight Crew Systems Development contract at SGS in fiscal year 2003, a goodwill impairment test was performed. |
The following summarizes significant items: • We paid the balance of $2.0 million on a convertible note to a shareholder, retiring the debt • The current portion of our mortgage loan declined by $0.3 million due to the restructuring of the loan and the reduction of the total mortgage debt • We had an outstanding balance of $1.4 million on our revolving credit facility at the end of the current fiscal year and no balance outstanding at June 30, 2003 • Our accounts payable and accrued expenses declined from $15.6 million to $12.6 million due to the reduced volume of business at the end of the current fiscal year due to the termination of certain government contracts and the suspension of space shuttle flights • Our current portion of deferred revenue declined by $1.0 million with the completion of the ReALMS contract in the current fiscal year Our long-term debt as of June 30, 2004 decreased by $13.1 million from the end of the prior fiscal year due primarily to the restructuring of our Astrotech facility mortgage. |
For the fiscal year 2004 compared to fiscal year 2003, the significant items affecting cash provided by operating activities were: • Net income for fiscal year 2004 was $2.1 million compared to a net loss recorded in the prior fiscal year of $81.8 million • Included in fiscal year 2004 were charges for $8.3 million of goodwill related to early termination of the Boeing satellite processing contract and certain SGS contracts in fiscal year 2004 and a charge of $1.8 million of asset impairment for our investment in Guignè compared to charges of $11.9 million of goodwill impairment, $16.1 million of asset impairment, a nonrecurring charge of $50.3 million, and insurance proceeds of $17.7 million in fiscal year 2003 resulting primarily from the loss of the RDM on the Space Shuttle Columbia, termination of the Enterprise project and certain SGS contract terminations in fiscal year 2003 • Charges for depreciation and amortization in fiscal year 2004 were $3.5 million less than depreciation and amortization in fiscal year 2003 primarily resulting from the loss of the RDM in fiscal year 2003 • Changes in assets and liabilities for fiscal year 2004 consumed cash from operations of $13.3 million, primarily due to increases in accounts receivable and reductions in accounts payable as previously discussed as compared to use of $3.7 million in fiscal year 2003 where a decrease in accounts receivable of $7.0 million partially offset the reductions in accounts payable and accrued subcontracting costs. |
Other items that affected cash provided by operating activities in fiscal year 2003 as compared to fiscal year 2002 included the following: • Depreciation and amortization was approximately $9.4 million for the period ended June 30, 2003 compared to $13.4 million in the prior fiscal year resulting from the loss of the RDM in February 2003 and amortization expense of $1.1 million • Changes in assets and liabilities for fiscal year 2003 consumed $3.7 million of cash provided by operating activities as compared to $2.1 million in fiscal year 2002, due primarily from a decrease in deferred revenue of $8.9 million in fiscal year 2003 for three missions under contract, STS-116, STS-118 and STS-114 compared to a decrease in deferred revenue of $1.3 million in fiscal year 2002, an increase in accounts payable and accrued expenses of $0.6 million in fiscal year 2003 compared to a decrease in accounts payable and accrued expenses of $6.1 million in fiscal year 2002 and a decrease in accounts receivable of $7.0 million in fiscal year 2003 compared to a decrease of $4.2 million in fiscal year 2002 Cash Flows From Investing Activities. |
They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and other factors including, among others: • The continuation of the U.S. space exploration program • Congressional funding for NASA at levels that will support the programs that affect our business • The ultimate return to flight of the space shuttle and the frequency and configuration of flights after returning to flight • Our ability to compete in the market place to preserve our contracts upon the re-compete cycles and to acquire additional contracts • Our ability to operate our businesses efficiently, manage capital expenditures and costs (including general and administrative expenses) tightly, and generate earnings and cash flow from our asset-based businesses in relation to our debt and other obligations • The costs and other effects of legal and administrative proceedings, settlements, investigations, and claims, including legal proceedings related to our claim against NASA in regards to the Columbia accident and the related claim by Lloyds of London • General political conditions and developments in the U.S. and in foreign countries whose affairs affect our businesses In addition, there may be other factors that could cause our actual results to be materially different from the results referenced in the forward-looking statements, some of which are included elsewhere in this Form 10-K. |
/s/Ernst & Young LLP McLean, Virginia August 20, 2003 SPACEHAB, INCORPORATED AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data) June 30, --------------------- Assets 2003 2002 - ------------------------------------------------------------------------------- Current assets Cash and cash equivalents $ 1,301 $ 2,694 Short-term investments 14,047 -- Accounts receivable, net 6,780 13,802 Prepaid expenses and other current assets 343 464 - ------------------------------------------------------------------------------- Total current assets 22,471 16,960 - ------------------------------------------------------------------------------- Property and equipment Flight assets 63,970 162,166 Module improvements in progress 305 19,622 Payload processing facilities 46,026 45,367 Furniture, fixtures, equipment and leasehold improvements 22,088 23,003 - ------------------------------------------------------------------------------- 132,389 250,158 Less accumulated depreciation and amortization (48,700) (74,307) - ------------------------------------------------------------------------------- Property and equipment, net 83,689 175,851 Goodwill, net 8,274 20,294 Investment in Guigne 1,800 1,800 Deferred financing costs, net 2,182 2,606 Other assets, net 2,940 3,315 - ------------------------------------------------------------------------------- Total assets $ 121,356 $ 220,826 =============================================================================== Liabilities and Stockholders' Equity - ------------------------------------------------------------------------------- Current liabilities Convertible notes payable to shareholder, current portion $ 2,004 $ 1,827 Mortgage loan payable, current portion 2,218 2,039 Loans payable, current portion -- 169 Revolving loan payable -- 2,150 Accounts payable 3,231 5,996 Accounts payable- EADS 7,824 2,767 Accrued expenses 4,052 5,586 Accrued subcontracting services 522 3,043 Deferred revenue, current portion 7,370 15,405 - ------------------------------------------------------------------------------- Total current liabilities 27,221 38,982 - ------------------------------------------------------------------------------- Loans payable -- 49 Accrued contract costs and other 255 438 Deferred revenue 8,734 9,560 Convertible notes payable to shareholder -- 2,039 Mortgage loan payable 16,806 18,088 Convertible subordinated notes payable 63,250 63,250 - ------------------------------------------------------------------------------- Total liabilities 116,266 132,406 - ------------------------------------------------------------------------------- Minority interest in subsidiary -- 750 - ------------------------------------------------------------------------------- Commitments and contingencies Stockholders' equity Preferred stock, no par value, convertible, authorized 2,500,000 shares, issued and outstanding 1,333,334 shares, (liquidation preference of $12,000) 11,892 11,892 Common stock, no par value, authorized 30,000,000 shares, issued 12,484,779 and 12,154,465 shares, respectively 83,446 83,204 Treasury stock, 109,800 shares in 2003 (111) -- Additional paid-in capital 16 16 Accumulated other comprehensive loss (1,946) (1,010) Accumulated deficit (88,207) (6,432) - ------------------------------------------------------------------------------- Total stockholders' equity 5,090 87,670 - ------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 121,356 $ 220,826 =============================================================================== See accompanying notes to consolidated financial statements. |
SPACEHAB, INCORPORATED AND SUBSIDIARIES Consolidated Statements of Operations (In thousands, except share and per share data) =============================================================================== Year ended Year ended Year ended June 30, June 30, June 30, 2003 2002 2001 - ------------------------------------------------------------------------------- Revenue $ 94,963 $ 102,773 $ 105,254 - ------------------------------------------------------------------------------- Costs of revenue 78,791 81,767 92,243 - ------------------------------------------------------------------------------- Gross profit 16,172 21,006 13,011 - ------------------------------------------------------------------------------- Operating expenses Selling, general and administrative 13,098 18,737 21,796 Loss on subleases -- 770 -- Research and development 118 383 393 Nonrecurring charge, loss of Research Double Module 50,268 -- -- Goodwill impairment 11,925 -- -- Asset impairment charge 16,143 -- -- - ------------------------------------------------------------------------------- Total operating expenses 91,552 19,890 22,189 - ------------------------------------------------------------------------------- Income (loss) from operations (75,380) 1,116 (9,178) Interest expense, net of capitalized interest (7,243) (6,683) (4,804) Interest and other income (expense), net (9) 1,150 311 - ------------------------------------------------------------------------------- Loss before income taxes (82,632) (4,417) (13,671) Income tax benefit (857) (2,050) (886) - ------------------------------------------------------------------------------- Net loss $ (81,775) $ (2,367) $ (12,785) =============================================================================== Loss per share: Net loss per share - basic and diluted $ (6.66) $ (0.20) $ (1.12) =============================================================================== Shares used in computing net loss per share - basic and diluted 12,285,467 11,884,309 11,400,482 =============================================================================== See accompanying notes to consolidated financial statements. |
A reconciliation of previously reported net loss with the amounts adjusted for the exclusion of goodwill amortization, net of tax, is as follows: - ------------------------------------------------------------------------------- (in thousands, except per share data) - ------------------------------------------------------------------------------- Year Ended June 30, ----------------------------------- 2003 2002 2001 ----------------------------------- Net loss as reported $ (81,775) $ (2,367) $ (12,785) - ------------------------------------------------------------------------------- Add back goodwill amortization, net of tax -- 1,053 1,072 - ------------------------------------------------------------------------------- Adjusted net loss (81,775) (1,314) (11,713) - ------------------------------------------------------------------------------- Basic and diluted net loss per share as reported (6.66) (0.20) (1.12) - ------------------------------------------------------------------------------- Goodwill amortization, net of tax -- 0.09 0.09 - ------------------------------------------------------------------------------- Adjusted basic and diluted loss per share (6.66) (0.11) (1.03) - ------------------------------------------------------------------------------- Investments in Affiliates The Company uses the equity method of accounting for its investments in, and earnings of, investees in which it exerts significant influence. |
4) Accounts Receivable At June 30, 2003 and 2002, accounts receivable consisted of (in thousands): 2003 2002 - -------------------------------------------------------------------- U.S. government contracts: Billed $ 3,681 $ 6,371 Unbilled: Indirect costs incurred and charged to cost-plus-fee contracts in excess of provisional billing rates 836 123 Revenues in excess of milestone and time-based billings 215 1,110 - -------------------------------------------------------------------- Total U.S. government contracts 4,732 7,604 - -------------------------------------------------------------------- Commercial contracts: Billed 1,421 6,181 Unbilled 903 114 Allowances (276) (97) - -------------------------------------------------------------------- Total commercial contracts 2,048 6,198 - -------------------------------------------------------------------- Total accounts receivable $ 6,780 $ 13,802 ==================================================================== The Company anticipates collecting substantially all receivables within one year. |
The components of income tax expense (benefit) from continuing operations are as follows (in thousands): Years Ended June 30, ------------------------------------ 2003 2002 2001 - ------------------------------------------------------------------- Current: Federal $ (857) $ (2,134) $ -- State -- 84 127 Foreign -- -- 70 - ------------------------------------------------------------------- (857) (2,050) 197 - ------------------------------------------------------------------- Deferred: Federal -- -- (685) State and local -- -- (398) Foreign -- -- -- - ------------------------------------------------------------------- -- (1,083) - ------------------------------------------------------------------- Income tax expense (benefit) $ (857) $ (2,050) $ (886) - ------------------------------------------------------------------- A reconciliation of the reported income tax expense to the amount that would result by applying the U.S. federal statutory rate of 34 percent to the income (loss) before income taxes to the actual amount of income tax expense (benefit) recognized follows (in thousands): Years Ended June 30, ------------------------------------ 2003 2002 2001 - ------------------------------------------------------------------- Expected expense (benefit) $ (28,095) $ (1,502) $ (4,648) Change in valuation allowance 26,823 (946) 3,948 State income taxes (2,832) (128) (491) Other, primarily goodwill impairment and amortization 3,247 526 305 - ------------------------------------------------------------------- Total $ (857) $ (2,050) $ (886) - ------------------------------------------------------------------- The Company's deferred tax asset as of June 30, 2003 and 2002 consists of the following (in thousands): 2003 2002 - -------------------------------------------------------------------------------- Deferred tax assets: Net operating loss carryforwards $ 18,052 $ 15,459 General business credit carryforwards 2,020 2,170 Alternative minimum tax credit carryforwards -- 499 Accrued expenses 981 1,478 Capitalized start-up and organization costs 859 1,430 Other 254 191 - -------------------------------------------------------------------------------- Total gross deferred tax assets 22,166 21,227 Less - valuation allowance (13,546) (3,214) - -------------------------------------------------------------------------------- Net deferred tax assets 8,620 18,013 - -------------------------------------------------------------------------------- Deferred tax liabilities: Property and equipment, principally due to differences in depreciation 8,413 17,749 Other 207 264 - -------------------------------------------------------------------------------- Total gross deferred tax liabilities 8,620 18,013 - -------------------------------------------------------------------------------- Net deferred tax assets/(liabilities) $ -- $ -- - -------------------------------------------------------------------------------- At June 30, 2003, the Company had accumulated net operating losses of approximately $47.6 million for Federal income tax purposes, which are available to offset future regular taxable income. |
(12) Net Loss Per Share The following are reconciliations of the numerators and denominators of the basic and diluted net loss per share computations for the years ended June 30, 2003, 2002 and 2001 (in thousands, except share data): Per common Assuming share Dilution - -------------------------------------------------------------------------------- Year ended June 30, 2003 Net loss $ (81,775) $ (81,775) Net loss, as adjusted $ (81,775) $ (81,775) Weighted average outstanding common shares 12,285,467 12,285,467 Adjusted shares 12,285,467 12,285,467 - -------------------------------------------------------------------------------- Year ended June 30, 2002 Net loss $ (2,367) $ (2,367) Net loss, as adjusted $ (2,367) $ (2,367) Weighted average outstanding common shares 11,884,309 11,884,309 Adjusted shares 11,884,309 11,884,309 - -------------------------------------------------------------------------------- Year ended June 30, 2001 Net loss $ (12,785) $ (12,785) Net loss, as adjusted $ (12,785) $ (12,785) Weighted average outstanding common shares 11,400,482 11,400,482 Adjusted shares 11,400,482 11,400,482 - -------------------------------------------------------------------------------- All options and warrants to purchase shares of common stock were excluded from the computations of diluted net loss per share for the years ended June 30, 2003, 2002 and 2001, because the impact of such options and warrants is anti-dilutive. |
Future minimum payments under these capital leases and noncancelable operating leases are as follows (in thousands): Capital Operating Year ending June 30, Leases Leases - ------------------------------------------------------------------------------- 2004 $ 269 $ 5,469 2005 67 3,499 2006 -- 1,066 2007 -- 761 2008 -- 444 2009 and thereafter -- 2,943 - ------------------------------------------------------------------------------- Subtotal 335 14,182 Less: payments due for sublease -- (2,464) - ------------------------------------------------------------------------------- Total 335 $ 11,718 - ------------------------------------------------------------------------------- Less: amount representing interest between 9% and 12% (30) - ------------------------------------------------------------------ Present value of net minimum capital lease payments $ 305 - ------------------------------------------------------------------ Rent expense for the years ended June 30, 2003, 2002 and 2001 was approximately $2.5 million, $2.6 million and $2.9 million, respectively. |
Information about the Company's segments is as follows: (in thousands) Income (loss) Net Depreciation before Fixed And Year Ended June 30, 2003: Revenue income taxes Assets Amortization ----------------------------------------------------- SPACEHAB Flight Services $ 46,757 $ (75,005) $ 35,055 $ 5,955 SPACEHAB Government Services 34,742 (9,879) 262 745 Astrotech 12,410 2,407 48,372 1,892 SMI 1,054 (154) -- 332 Other -- -- -- -- ----------------------------------------------------- $ 94,963 $ (82,632) $ 83,689 $ 8,924 Year Ended June 30, 2002: Income (loss) Net Depreciation before Fixed And Revenue income taxes Assets Amortization ----------------------------------------------------- SPACEHAB Flight Services $ 51,374 $ (3,916) $ 124,153 $ 9,492 SPACEHAB Government Services 40,785 183 1,553 1,633 Astrotech 9,936 2,842 50,074 1,266 SMI 678 (1.591) 71 293 Other -- (1,935) -- -- ----------------------------------------------------- $ 102,773 $ (4,417) $ 175,851 $ 12,684 Year ended June 30, 2001: Income (loss) Net Depreciation before Fixed And Revenue income taxes Assets Amortization ----------------------------------------------------- SPACEHAB Flight Services $ 44,997 $ (7,868) $ 135,055 $ 7,107 SPACEHAB Government Services 53,526 (887) 2,806 1,647 Astrotech 6,230 18 36,135 966 SMI 501 (4,934) 58 230 Other -- -- -- -- ----------------------------------------------------- $ 105,254 $ (13,671) $ 174,054 $ 9,950 Foreign revenue for the years ended June 30, 2003, 2002 and 2001 was approximately $9.5 million, $5.9 million and $6.6 million, respectively. |
The components of income tax expense (benefit) from continuing operations are as follows (in thousands): Years Ended June 30, -------------------------------------------- 2002 2001 2000 - ----------------------------------------------------------------------------- Current: Federal $ (2,134) $ - $ - State 84 127 - Foreign - 70 - ---------------------------------------------------------------------------- (2,050) 197 - - ---------------------------------------------------------------------------- Deferred: Federal - (685) (1,477) State and local - (398) (285) Foreign - ---------------------------------------------------------------------------- - (1,083) (1,762) - ---------------------------------------------------------------------------- Income tax expense (benefit) $ (2,050) $ (886) $ (1,762) ============================================================================ A reconciliation of the reported income tax expense to the amount that would result by applying the U.S. federal statutory rate of 34 percent to the income (loss) before income taxes to the actual amount of income tax expense (benefit) recognized follows (in thousands): Years Ended June 30, ------------------------------------- 2001 2001 2000 - ------------------------------------------------------------------------------ Expected expense (benefit) $ (1,502) $ (4,648) $ (1,906) Change in valuation allowance (946) 3,948 43 State income taxes (128) (491) (188) Other, primarily goodwill amortization 526 305 289 Total $ (2,050) $ (886) $ (1,762) ============================================================================= The Company's deferred tax asset as of June 30, 2002 and 2001 consists of the following (in thousands): 2002 2001 - ------------------------------------------------------------------------------ Deferred tax assets: Net operating loss carryforwards $ 15,459 $ 15,818 General business credit carryforwards 2,170 2,170 Alternative minimum tax credit carryforwards 499 3,292 Accrued expenses 1,478 1,636 Capitalized start-up and organization costs 1,430 1,602 Other 191 190 - ------------------------------------------------------------------------------ Total gross deferred tax assets 21,227 24,708 Less - valuation allowance (3,214) (4,160) - ------------------------------------------------------------------------------ Net deferred tax assets 18,013 20,548 ============================================================================== Deferred tax liabilities: Property and equipment, principally due to differences in depreciation 17,749 20,493 Other 264 55 - ------------------------------------------------------------------------------ Total gross deferred tax liabilities 18,013 20,548 - ------------------------------------------------------------------------------ Net deferred tax assets/(liabilities) 0 $ 0 ============================================================================== At June 30, 2002, the Company had accumulated net operating losses of approximately $40.7 million for Federal income tax purposes, which are available to offset future regular taxable income. |
(14) Net Income (Loss) Per Share The following are reconciliations of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the years ended June 30, 2002, 2001 and 2000 (in thousands, except share data): Per common Assuming share Dilution ------------------------------------------------------------------------ Year Ended June 30, 2002 Net loss $ (2,367) $ (2,367) Net loss, as adjusted $ (2,367) $ (2,367) ======================================================================== Weighted average outstanding common shares 11,884,309 11,884,309 Adjusted shares 11,884,309 11,884,309 ======================================================================== Year Ended June 30, 2001 Net loss $ (12,785) $ (12,785) Net loss, as adjusted $ (12,785) $ (12,785) ======================================================================== Weighted average outstanding common shares 11,400,482 11,400,482 Adjusted shares 11,400,482 11,400,482 ======================================================================== Year Ended June 30, 2000 Net loss $ (3,844) $ (3,844) Net loss, as adjusted $ (3,844) $ (3,844) Weighted average outstanding common shares 11,272,767 11,272,767 Adjusted shares 11,272,767 11,272,767 ======================================================================== All options and warrants to purchase shares of common stock were excluded from the computations of diluted earnings (loss) per share for the years ended June 30, 2002, 2001 and 2000, because the impact of such options and warrants is anti-dilutive. |
The purchase price has been allocated as follows (in thousands): Cash $ 0 Prepaid and other current assets 306 Accounts receivable, net 8,366 Inventory 5 Property, plant and equipment, net 446 Other assets 622 Goodwill 23,362 Current liabilities (7,434) Accrued contract costs (928) --------------- Total purchase price $ 24,745 =============== The following represents unaudited pro forma combined results of operations as if the acquisition of JE had occurred as of July 1, 1997, (in thousands, except per share data): Year ended June 30, 1998 (unaudited) --------------------------------------------------------------------------- Revenue $ 116,266 Gross profit 34,280 Net income 9,251 --------------------------------------------------------------------------- Net income per common share - basic $ 0.83 Net income per common share - diluted $ 0.82 --------------------------------------------------------------------------- During the year ended June 30, 2000, the amount of goodwill ascribed to the acquisition was reduced by $1.2 million as certain escrow funds were returned to the Company. |
Risks associated with our doing business outside of the United States include, without limitation: • compliance with a wide variety of U.S. and foreign laws and regulations, including foreign anti-corruption laws and certain registration requirements for the OLED materials we sell; • legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers; • economic instability in the countries of our customers, causing delays or reductions in orders for their products and therefore our royalties; • political instability in the countries in which we and/or our customers operate, particularly in South Korea relating to its disputes with and proximity to North Korea, in Hong Kong relating to anti-government protests and in Taiwan relating to its disputes with China; • third party theft or compromise of our products, technology, data or intellectual property, including by means of counterfeiting or reverse-engineering; • difficulties in collecting accounts receivable and longer accounts receivable payment cycles; • potentially adverse tax and tariff consequences; and • trade conflicts between and among various geopolitical factions. |
While the ultimate health and economic impact of the COVID-19 pandemic is highly uncertain, we expect that our business operations and results of operations, including our revenues, net income and cash flows, will continue to be adversely impacted for at least the first half of 2021, including as a result of: • temporary closure of electronics and other retail stores through which our customers sell the products for which they use our technology and materials; • consumer confidence and consumer spending habits, including spending for the products that our customers sell and negative trends in consumer purchasing patterns due to consumers’ disposable income, credit availability and debt levels; • possible disruption to the supply chain caused by distribution and other logistical issues, which may impact suppliers of our raw materials as well as our ability to ship our materials to customers on a timely basis; • decreased productivity due to travel ban, work-from-home policies or shelter-in-place orders; • a slowdown in the U.S. economy, and uncertain global economic outlook or a credit crisis; and • uncertain trade restrictions amongst jurisdictions seeking to manage their respective exposure to risks, including the COVID-19 pandemic. |
Brown, dated as of February 5, 2007 (5) 10.10# Non-Competition and Non-Solicitation Agreement between the registrant and Janice K. Mahon, dated as of February 23, 2007 (4) 10.11# Amended and Restated Change in Control Agreement between the registrant and Mauro Premutico, dated April 16, 2012 (6) 10.12# Supplemental Executive Retirement Plan, dated as of April 1, 2010 (7) Exhibit Number Description 10.13# Amended and Restated Equity Compensation Plan, effective as of March 7, 2013 (8) 10.14 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (9) 10.15 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (10) 10.16 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (11) 10.17 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (12) 10.18+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (13) 10.19+ OLED Patent License Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14) 10.20+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14) 10.21+ Patent Sale Agreement, dated as of July 23, 2012 by and between FUJIFILM Corporation and the Company (15) 10.22# Universal Display Corporation Annual Incentive Plan (16) 10.23# Form Agreement - Restricted Stock Unit Grant Letter (17) 10.24# Form Agreement - Performance Unit Grant Letter (17) 10.25# Universal Display Corporation Equity Compensation Plan (18) 10.26# Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan (19) 10.27# Equity Retention Agreement between the Registrant and Steven V. Abramson, dated April 7, 2015 (20) 10.28# Equity Retention Agreement between the Registrant and Sidney D. Rosenblatt, dated April 7, 2015 (20) 10.29# Equity Retention Agreement between the Registrant and Julia J. |
Name Title Date /s/ Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 18, 2021 Sherwin I. Seligsohn /s/ Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 18, 2021 Steven V. Abramson /s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and February 18, 2021 Sidney D. Rosenblatt Director (principal financial and accounting officer) /s/ Cynthia J. Comparin Director February 18, 2021 Cynthia J. Comparin /s/ Richard C. Elias Director February 18, 2021 Richard C. Elias /s/ Elizabeth H. Gemmill Director February 18, 2021 Elizabeth H. Gemmill /s/ C. Keith Hartley Director February 18, 2021 C. Keith Hartley /s/ Celia M. Joseph Director February 18, 2021 Celia M. Joseph /s/ Lawrence Lacerte Director February 18, 2021 Lawrence Lacerte UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for Universal Display Corporation and its subsidiaries (the Company). |
Risks associated with our doing business outside of the United States include, without limitation: • compliance with a wide variety of U.S. and foreign laws and regulations, including foreign anti-corruption laws and certain registration requirements for the OLED materials we sell; • legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses and other trade barriers; • economic instability in the countries of our customers, causing delays or reductions in orders for their products and therefore our royalties; • political instability in the countries in which we and/or our customers operate, particularly in South Korea relating to its disputes with and proximity to North Korea, in Hong Kong relating to anti-government protests and in Taiwan relating to its disputes with China; • third party theft or compromise of our products, technology, data or intellectual property, including by means of counterfeiting or reverse-engineering; • difficulties in collecting accounts receivable and longer accounts receivable payment cycles; • potentially adverse tax and tariff consequences; and • trade conflicts between and among various geopolitical factions. |
Brown, dated as of January 6, 2011 (6) Exhibit Number Description 10.14# Equity Retention Agreement between the registrant and Janice K. Mahon, dated as of January 6, 2011 (6) 10.15# Amended and Restated Change in Control Agreement between the Registrant and Mauro Premutico, dated April 16, 2012 (7) 10.16# Supplemental Executive Retirement Plan, dated as of April 1, 2010 (5) 10.17# Amended and Restated Equity Compensation Plan, effective as of March 7, 2013 (8) 10.18 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (9) 10.19 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (10) 10.20 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (11) 10.21 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (12) 10.22+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (13) 10.23+ OLED Patent License Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14) 10.24+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (14) 10.25+ Patent Sale Agreement, dated as of July 23, 2012 by and between FUJIFILM Corporation and the Company (15) 10.26# Universal Display Corporation Annual Incentive Plan (16) 10.27# Form Agreement - Restricted Stock Unit Grant Letter (17) 10.28# Form Agreement - Performance Unit Grant Letter (17) 10.29# Universal Display Corporation Equity Compensation Plan (18) 10.30# Amendment 2015-1, dated March 3, 2015, to Universal Display Corporation Supplemental Executive Retirement Plan (19) 10.31# Equity Retention Agreement between the Registrant and Steven V. Abramson, dated April 7, 2015 (20) 10.32# Equity Retention Agreement between the Registrant and Sidney D. Rosenblatt, dated April 7, 2015 (20) 10.33# Equity Retention Agreement between the Registrant and Julia J. |
Name Title Date /s/ Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 20, 2020 Sherwin I. Seligsohn /s/ Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 20, 2020 Steven V. Abramson /s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and February 20, 2020 Sidney D. Rosenblatt Director (principal financial and accounting officer) /s/ Cynthia J. Comparin Director February 20, 2020 Cynthia J. Comparin /s/ Richard C. Elias Director February 20, 2020 Richard C. Elias /s/ Elizabeth H. Gemmill Director February 20, 2020 Elizabeth H. Gemmill /s/ C. Keith Hartley Director February 20, 2020 C. Keith Hartley /s/ Celia M. Joseph Director February 20, 2020 Celia M. Joseph /s/ Lawrence Lacerte Director February 20, 2020 Lawrence Lacerte UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for Universal Display Corporation and its subsidiaries (the Company). |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (11) 10.24 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (12) 10.25 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (13) 10.26 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (10) 10.27 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (14) 10.28 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (4) 10.29+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (15) 10.30+ OLED Patent License Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (16) 10.31+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Display Co., Ltd., dated as of February 13, 2018 (16) 10.32+ Settlement and License Agreement between the registrant and Seiko Epson Corporation, dated as of July 31, 2006 (17) 10.33+ Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 21, 2019 Sherwin I. Seligsohn /s/ Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 21, 2019 Steven V. Abramson /s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and February 21, 2019 Sidney D. Rosenblatt Director (principal financial and accounting officer) /s/ Richard C. Elias Director February 21, 2019 Richard C. Elias /s/ Elizabeth H. Gemmill Director February 21, 2019 C. Elizabeth H. Gemmill /s/ Rosemarie B. Greco Director February 21, 2019 Rosemarie B. Greco /s/ C. Keith Hartley Director February 21, 2019 C. Keith Hartley /s/ Lawrence Lacerte Director February 21, 2019 Lawrence Lacerte UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (11) 10.24 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (12) 10.25 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (13) 10.26 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (10) 10.27 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (14) 10.28 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (4) 10.29+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (15) 10.30+ OLED Patent License Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (16) 10.31+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (16) 10.32+ Settlement and License Agreement between the registrant and Seiko Epson Corporation, dated as of July 31, 2006 (17) 10.33+ Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 22, 2018 Sherwin I. Seligsohn /s/ Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 22, 2018 Steven V. Abramson /s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and February 22, 2018 Sidney D. Rosenblatt Director (principal financial and accounting officer) /s/ Richard C. Elias Director February 22, 2018 Richard C. Elias /s/ Elizabeth H. Gemmill Director February 22, 2018 C. Elizabeth H. Gemmill /s/ Rosemarie B. Greco Director February 22, 2018 Rosemarie B. Greco /s/ C. Keith Hartley Director February 22, 2018 C. Keith Hartley /s/ Lawrence Lacerte Director February 22, 2018 Lawrence Lacerte UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (12) 10.24 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (13) 10.25 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (14) 10.26 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (14) 10.27 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (15) 10.28 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (5) 10.29+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (16) 10.30+ OLED Patent License Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (17) 10.31+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (17) 10.32+ Settlement and License Agreement between the registrant and Seiko Epson Corporation, dated as of July 31, 2006 (18) 10.33+ Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 23, 2017 Sherwin I. Seligsohn /s/ Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 23, 2017 Steven V. Abramson /s/ Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and February 23, 2017 Sidney D. Rosenblatt Director (principal financial and accounting officer) /s/ Leonard Becker Director February 23, 2017 Leonard Becker /s/ Elizabeth H. Gemmill Director February 23, 2017 Elizabeth H. Gemmill /s/ C. Keith Hartley Director February 23, 2017 C. Keith Hartley /s/ Lawrence Lacerte Director February 23, 2017 Lawrence Lacerte /s/ Richard C. Elias Director February 23, 2017 Richard C. Elias /s/ Rosemarie B. Greco Director February 23, 2017 Rosemarie B. Greco UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Comprehensive Income Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (10) 10.23 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (11) 10.24 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (12) 10.25 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (12) 10.26 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (13) 10.27 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (5) 10.28+ Amended and Restated OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of October 1, 2011 (14) 10.29+ OLED Patent License Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (15) 10.30+ Supplemental OLED Material Purchase Agreement between the registrant and Samsung Mobile Display Co., Ltd., dated as of August 22, 2011 (15) 10.31+ Settlement and License Agreement between the registrant and Seiko Epson Corporation, dated as of July 31, 2006 (16) 10.32+ Amendment No. |
6 to the Commercial Supply Agreement between the registrant and LG Display Co., Ltd., dated as of July 6, 2011 10.38+ OLED Technology License Agreement between the registrant and Konica Minolta Holdings, Inc., dated as of August 11, 2008 (21) 10.39+ OLED Technology License Agreement between the registrant and Showa Denko K.K., dated as of December 17, 2009 (22) 10.40+ Memorandum of Agreement between the registrant and Moser Baer Technologies Inc., dated as of February 4, 2011 (7) 10.41+ Limited-Term OLED Technology License Agreement between the registrant and Panasonic Idemitsu OLED Lighting Co., Ltd., dated as of August 23, 2011 (14) 10.42+ OLED Technology License Agreement between the registrant and Pioneer Corporation, dated as of September 27, 2011 (23) 21* Subsidiaries of the registrant 23.1* Consent of KPMG LLP 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. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Founder and Chairman of the Board of Directors February 28, 2012 /s/ Steven V. Abramson Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) February 28, 2012 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director (principal financial and accounting officer) February 28, 2012 /s/ Leonard Becker Leonard Becker Director February 28, 2012 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director February 28, 2012 /s/ C. Keith Hartley C. Keith Hartley Director February 28, 2012 /s/ Lawrence Lacerte Lawrence Lacerte Director February 28, 2012 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity and Comprehensive Income (Loss) Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Financial Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (10) 10.20 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (11) 10.21 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (12) 10.22 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (12) 10.23 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (13) 10.24 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (6) - 39 - 10.25+ OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of July 29, 2005 (14) 10.26 Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Founder and Chairman of the Board of Directors March 15, 2011 /s/ Steven V. Abramson Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) March 15, 2011 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director (principal financial and accounting officer) March 15, 2011 /s/ Leonard Becker Leonard Becker Director March 15, 2011 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director March 15, 2011 /s/ C. Keith Hartley C. Keith Hartley Director March 15, 2011 /s/ Lawrence Lacerte Lawrence Lacerte Director March 15, 2011 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity and Comprehensive Loss Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
2 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 7, 2009 (8) 10.19 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (9) 10.20 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (10) 10.21 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (10) 10.22 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (11) 10.23 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (5) 10.24+ License Agreement between the registrant and Motorola, Inc., dated as of September 29, 2000 (11) 10.25+ OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of July 29, 2005 (12) 10.26 Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Founder and Chairman of the Board of Directors March 15, 2010 /s/ Steven V. Abramson Steven V. Abramson President, Chief Executive Officer and Director (principal executive officer) March 15, 2010 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director (principal financial and accounting officer) March 15, 2010 /s/ Leonard Becker Leonard Becker Director March 15, 2010 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director March 15, 2010 /s/ C. Keith Hartley C. Keith Hartley Director March 15, 2010 /s/ Lawrence Lacerte Lawrence Lacerte Director March 15, 2010 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity and Comprehensive Loss Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
1 to the Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 1, 10.16 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997 (7) 10.17 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (8) 10.18 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006 (8) 10.19 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000 (9) 10.20 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004 (4) 10.21 + License Agreement between the registrant and Motorola, Inc., dated as of September 29, 2000 (9) 10.22 + OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of July 29, 2005 (10) 10.23 Amendment No. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Founder and Chairman of the Board of Directors March 12, 2009 /s/ Steven V. Abramson Steven V. Abramson President, Chief Executive Officer and Director March 12, 2009 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director March 12, 2009 /s/ Leonard Becker Leonard Becker Director March 12, 2009 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director March 12, 2009 /s/ C. Keith Hartley C. Keith Hartley Director March 12, 2009 /s/ Lawrence Lacerte Lawrence Lacerte Director March 12, 2009 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity and Comprehensive Loss Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
Brown, dated as of February 5, 2007(6) 10.13# Executive Performance Compensation Program, dated as of April 20, 2004(3) 10.14 Equity Compensation Plan, dated as of June 29, 2006(7) 10.15 Research Agreement between the registrant and The Trustees of Princeton University, dated as of August 1, 1997(8) 10.16 Amendment #1 to the 1997 Research Agreement between the registrant and the Trustees of Princeton University, dated as of November 14, 2000(9) 10.17 Amendment #2 to the 1997 Research Agreement between the registrant and the Trustees of Princeton University, dated as of April 11, 2002(9) 10.18 Sponsored Research Agreement between the registrant and the University of Southern California, dated as of May 1, 2006(10) 10.19 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California, dated as of October 9, 1997(8) 10.20 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003(9) 10.21 Amendment #2 to the Amended License Agreement among the registrant, the Trustees of Princeton University, the University of Southern California and the Regents of the University of Michigan, dated as of January 1, 2006(10) 10.22 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University, dated as of July 19, 2000(11) 10.23 Letter of Clarification of UDC/GPEC Research and License Arrangements between the registrant and Global Photonic Energy Corporation, dated as of June 4, 2004(6) 10.24+ License Agreement between the registrant and Motorola, Inc., dated as of September 29, 2000(11) 10.25+ OLED Materials Supply and Service Agreement between the registrant and PPG Industries, Inc., dated as of July 29, 2005(12) 10.26+ OLED Patent License Agreement between the registrant and Samsung SDI Co., Ltd., dated as of April 19, 2005(13) 10.27+ OLED Supplemental License Agreement between the registrant and Samsung SDI Co., Ltd., dated as of April 19, 2005(13) 10.28+ Commercial Supply Agreement between the registrant and AU Optronics Corporation, dated as of January 1, 2006(14) 10.29+ Settlement and License Agreement between the registrant and Seiko Epson Corporation, dated as of July 31, 2006(15) 10.30+ Commercial Supply Agreement between the registrant and Chi Mei EL Corporation, dated as of April 5, 2007(16) 10.31+ Commercial Supply Agreement between the registrant and LG.Philips LCD Co., Ltd. (now known as LG Display), dated as of May 23, 2007(16) 21* Subsidiaries of the registrant 23.1* Consent of KPMG LLP 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. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Founder and Chairman of the Board of Directors March 13, 2008 /s/ Steven V. Abramson Steven V. Abramson President, Chief Executive Officer and Director March 13, 2008 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director March 13, 2008 /s/ Leonard Becker Leonard Becker Director March 13, 2008 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director March 13, 2008 /s/ C. Keith Hartley C. Keith Hartley Director March 13, 2008 /s/ Lawrence Lacerte Lawrence Lacerte Director March 13, 2008 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity and Comprehensive Loss Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. |
1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003 (9) 10.20 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University dated as of July 19, 2000 (10) 10.21+ OLED Materials Supply and Service Agreement dated as of July 29, 2005, between the registrant and PPG Industries, Inc. (11) 10.22+ License Agreement between the registrant and Motorola, Inc., dated as of September 29, 2000 (10) 10.23+ OLED Patent License Agreement between the registrant and Samsung SDI Co., Ltd., dated as of April 19, 2005 (12) 10.24+ OLED Supplemental License Agreement between the registrant and Samsung SDI Co., Ltd., dated as of April 19, 2005 (12) 21* Subsidiaries of the Registrant 23.1* Consent of KPMG LLP 31.1* Certifications of Sherwin I. Seligsohn, 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 Sherwin I. Seligsohn, Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. |
Name Title Date /s/ Sherwin I. Seligsohn Sherwin I. Seligsohn Chairman of Board and Chief Executive Officer March 9, 2006 /s/ Steven V. Abramson Steven V. Abramson President, Chief Operating Officer and Director March 9, 2006 /s/ Sidney D. Rosenblatt Sidney D. Rosenblatt Executive Vice President, Chief Financial Officer, Treasurer, Secretary and Director March 9, 2006 /s/ Leonard Becker Leonard Becker Director March 9, 2006 /s/ Elizabeth H. Gemmill Elizabeth H. Gemmill Director March 9, 2006 /s/ C. Keith Hartley C. Keith Hartley Director March 9, 2006 /s/ Lawrence Lacerte Lawrence Lacerte Director March 9, 2006 UNIVERSAL DISPLAY CORPORATION AND SUBSIDIARY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements: Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. |
Brown(5) 10.14#* Executive Performance Compensation Program, dated as of April 20, 10.15 Stock Option Plan dated as of September 1, 1995(6) 10.16 Amended and Restated Stock Option Plan (renamed the Equity Compensation Plan), dated as of June 14, 2004(7) 10.17 1997 Research Agreement between the registrant and The Trustees of Princeton University(8) 10.18 Amendment #1 to the 1997 Research Agreement between the registrant and the Trustees of Princeton University, dated as of November 14, 2000(9) 10.19 Amendment #2 to the 1997 Research Agreement between the registrant and the Trustees of Princeton University, dated as of April 11, 2002(9) 10.20 1997 Amended License Agreement among the registrant, The Trustees of Princeton University and the University of Southern California(8) 10.21 Amendment #1 to the Amended License Agreement among the registrant, the Trustees of Princeton University and the University of Southern California, dated as of August 7, 2003(9) 10.22 Termination, Amendment and License Agreement by and among the registrant, PD-LD, Inc., Dr. Vladimir S. Ban, and The Trustees of Princeton University dated as of July 19, 2000(10) 10.23 Development and License Agreement dated as of October 1, 2000, between the registrant and PPG Industries, Inc. (11) 10.24 Form of Warrant Agreement issuable by the registrant to PPG Industries, Inc. pursuant to the Development and License Agreement(11) 10.25 Amendment Number 1 to the Development and License Agreement between the registrant and PPG Industries, Inc., dated as of March 7, 2001(11) 10.26 Amendment Number 2 to the Development and License Agreement between the registrant and PPG Industries, Inc., dated as of October 15, 2002(12) 10.27 Amendment Number 3 to the Development and License Agreement between the registrant and PPG Industries, Inc., dated as of January 21, 2003(12) 10.28 Amendment Number 4 to the Development and License Agreement between the registrant and PPG Industries, Inc., dated as of April 11, 2003(13) 10.29 Amendment Number 5 to the Development and License Agreement between the registrant and PPG Industries, Inc., dated as of December 28, 2004(14) 10.30 License Agreement between the registrant and Motorola, Inc., dated as of September 29, 2000 (10) 10.31* Promissory Note issued to Wachovia Bank, National Association, dated as of December 1, 2004 10.32 Terms and Conditions of Sale for Equipment Purchase(15) 21* Subsidiaries of the Registrant 23.1* Consent of KPMG LLP 31.1* Certifications of Sherwin I. Seligsohn, 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 - 32.1** Certifications of Sherwin I. Seligsohn, Chief Executive Officer, as required by Rule 13a-14(b) or Rule 15d-14(b), and by 18 U.S.C. |
In 2002, contract revenue was derived from the following government contracts: o $695,468 recognized under a 30-month, $2,977,471 Phase I contract received from the U.S. Department of Defense Advanced Research Projects Agency ("DARPA"), which commenced in June 2000 and was completed in December 2002, o $398,667 recognized under a 24-month, $729,158 SBIR Phase II contract received from the Department of Defense ("DoD"), which commenced in February 2001, o $132,000 recognized under a $132,000 subcontract with Princeton University, pursuant to a 24-month, $700,000 prime contract Princeton University received from DARPA, which commenced in June 2001, however work on the contract commenced in 2002, o $115,907 recognized under a 24-month, $2,013,725 cooperative agreement received from the U.S. Army Research Laboratories ("ARL"), which commenced in August 2002, o $69,951 recognized under a 12-month $69,951 SBIR Phase I contract received from the U.S. Department of the Army, which commenced in February 2002, o $32,339 recognized under a 9-month, $100,000 SBIR Phase I contract received from the U.S. Department of Energy ("DoE"), which commenced in July 2002, o $13,413 recognized under a subcontract with Princeton University, pursuant to a 24-month $600,000 prime contract Princeton University received from ARL, which commenced in July 2002 and o $11,213 recognized under a 9-month, $100,000 SBIR Phase I contract received from DoE, which commenced in July 2002. |
(12) 4.7 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (11) 4.8 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (11) 4.9 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (11) 4.10 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (11) 4.11 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 214,746 Shares of Common Stock dated as of August 22, 2001 (11) 4.12 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 214,746 Shares of Common Stock dated as of August 22, 2001 (11) 4.13 Warrant of Gerard Klauer Mattison & Co., Inc. to Purchase 186,114 Shares of Common Stock dated as of August 22, 2001 (10) 10.1 License Agreement dated August 1, 1994, between The Trustees of Princeton University and American Biomimetics Corporation. |
For the year ended December 31, 2001, research and development expenses consisted of: (i) costs incurred in the amount of $5,287,884 for the development of and operations in the Company's facility, (ii) costs incurred in the amount of $940,480 for patent applications, prosecution and other intellectual property rights, (iii) costs incurred in the amount of $833,732 to the Company's Research Partners (see Note 5 in Notes to Consolidated Financial Statements) under the 1997 Sponsored Research Agreement, (iv) non-cash charges in the amount of $2,283,182 incurred in connection with the PPG development agreement (see Notes 8 and 11 in Notes to Consolidated Financial Statements), (v) a non-cash charge of $1,695,072 for the amortization of the Company's acquired technology (see Note 6 in Notes to Consolidated Financial Statements) and (vi) non-cash charges in the amount of $1,344,686 recorded for the warrants and options issued to Scientific Advisory Board members (see Note 11 in Notes to Consolidated Financial Statements). |
For the year ended December 31, 2000, research and development expenses consisted of: (i) costs incurred in the amount of $3,422,198 for the development of and operations in the Company's new facility, (ii) costs incurred in the amount of $1,227,184 for patent applications, prosecution and other intellectual property rights, (iii) payments in the amount of $733,230 to the Company's Research Partners (see Note 5 in Notes to Consolidated Financial Statements) under the 1997 Sponsored Research Agreement, (iv) a non-cash charge in the amount of $663,111 incurred in connection with the PPG development agreement (see Notes 8 and 11 in Notes to Consolidated Financial Statements), (v) a non-cash charge in the amount of $602,683 recorded for the warrants and options issued to Scientific Advisory Board members (see Notes 11 and 14 in Notes to Consolidated Financial Statements) and (vi) a non-cash charge of $460,799 for the amortization of the Company's acquired technology (see Note 6 in Notes to Consolidated Financial Statements). |
For the year ended December 31, 2000, research and development expenses consisted of: (i) costs incurred in the amount of $3,422,198 for the development of and operations in the Company's new facility, (ii) costs incurred in the amount of $1,227,184 for patent applications, prosecution and other intellectual property rights, (iii) payments in the amount of $733,230 to the Company's Research Partners (see Note 5 in Notes to Consolidated Financial Statements) under the 1997 Sponsored Research Agreement, (iv) a non-cash charge in the amount of $663,111 incurred in connection with the PPG development agreement (see Notes 8 and 11 in Notes to Consolidated Financial Statements), (v) a non-cash charge in the amount of $602,683 recorded for the warrants and options issued to Scientific Advisory Board members (see Notes 9 and 14 in Notes to Consolidated Financial Statements) and (vi) a non-cash charge of $460,799 for the amortization of the Company's acquired technology (see Note 6 in Notes to Consolidated Financial Statements). |
(3) 4.6 Statement of Designations, Preferences and Rights of Series C-1 Convertible Preferred Stock (9) 4.7 Statement of Designations, Preferences and Rights of Series D Convertible Preferred Stock (9) 4.8 Convertible Promissory Note dated as of August 22, 2001 payable to the order of Pine Ridge Financial Inc. (8) 4.9 Convertible Promissory Note dated as of August 22, 2001 payable to the order of Strong River Investments, Inc. (8) 4.10 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (9) 4.11 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (9) 4.12 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (9) 4.13 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 78,740 Shares of Common Stock dated as of August 22, 2001 (9) 4.14 Amended and Restated Warrant of Strong River Investments, Inc. to Purchase 214,746 Shares of Common Stock dated as of August 22, 2001 (9) 4.15 Amended and Restated Warrant of Pine Ridge Financial Inc. to Purchase 214,746 Shares of Common Stock dated as of August 22, 2001 (9) 4.16 Warrant of Gerard Klauer Mattison & Co., Inc. to Purchase 186,114 Shares of Common Stock dated as of August 22, 2001 (8) 10.1 License Agreement dated August 1, 1994 between The Trustees of Princeton University and American Biomimetics Corporation. |
(2) 10.42 Securities Purchase Agreement dated as of August 22, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (8) 10.43 Registration Rights Agreement dated as of August 22, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (8) 10.44 Voting Agreement dated as of August 22, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (8) 10.45 Pledge Agreement dated as of August 22, 2001 by UDC, Inc. in favor of First Union National Bank (8) 10.46 Control Agreement dated as of August 22, 2001 among First Union National Bank, in its capacity as the issuer of two standby letters of credit, UDC, Inc. and First Union National Bank, in its capacity as custodian (8) 10.47 Guaranty and Suretyship Agreement dated as of August 22, 2001 made by the Company in favor of First Union National Bank (8) 10.48 Irrevocable Standby Letter of Credit issued by First Union National Bank in favor of Pine Ridge Financial Inc. (8) 10.49 Irrevocable Standby Letter of Credit issued by First Union National Bank in favor of Strong River Investments, Inc. (8) 10.50 First Amendment to Securities Purchase Agreement dated as of September 20, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (9) 10.51 Second Amendment to Securities Purchase Agreement dated as of November 1, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (9) 10.52 First Amendment to Registration Rights Agreement dated as of November 1, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (9) 10.53 Exchange Agreement dated as of November 2, 2001 among the Company, Pine Ridge Financial Inc. and Strong River Investments, Inc. (9) 21 * Subsidiaries of the Registrant. |
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