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GOODWILL AND INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
Finite-Lived Intangible Assets, Net [Abstract]  
GOODWILL AND INTANGIBLE ASSETS

7. GOODWILL AND INTANGIBLE ASSETS:

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

Acquired Technology

Acquired technology primarily consists of acquired license rights for patents and know-how obtained from Merck KGaA, BASF and Fujifilm. These intangible assets consist of the following (in thousands):

 

 

 

June 30, 2024

 

 

December 31, 2023

 

Merck KGaA

 

$

66,012

 

 

$

66,012

 

BASF

 

 

95,989

 

 

 

95,989

 

Fujifilm

 

 

109,462

 

 

 

109,462

 

Other

 

 

5,712

 

 

 

5,712

 

 

 

 

277,175

 

 

 

277,175

 

Less: Accumulated amortization

 

 

(195,235

)

 

 

(186,850

)

Acquired technology, net

 

$

81,940

 

 

$

90,325

 

Amortization expense related to acquired technology was $4.2 million and $3.6 million for the three months ended June 30, 2024 and 2023, respectively and $8.4 million and $6.2 million for the six months ended June 30, 2024 and 2023, respectively. Amortization expense is included in the amortization of acquired technology and other intangible assets expense line item on the Consolidated Statements of Income and is expected to be $8.4 million for the six months ending December 31, 2024, $16.8 million in the year ending December 31, 2025, $12.0 million in the year ending December 31, 2026, $7.2 million in each of the years ending December 31, 2027 and 2028, and $30.3 million thereafter.

Merck KGaA Patent Acquisition

In April 2023, UDC Ireland entered into a Patent Sale and License Agreement with Merck KGaA. Under this agreement, Merck KGaA sold to UDC Ireland all of its rights, title and interest to over 550 of its owned and licensed OLED-related patents and patent applications in exchange for a cash payment of $66.0 million. The Patent Sale and License Agreement contains customary representations, warranties and covenants of the parties. UDC Ireland recorded the payment of $66.0 million as acquired technology, which is being amortized over a period of 10 years.

BASF Patent Acquisition

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

Other Intangible Assets

As a result of the Adesis acquisition in June 2016, the Company recorded $16.8 million of other intangible assets, including $10.5 million assigned to customer relationships with a weighted average life of 11.5 years, $4.8 million to internally developed IP, processes and recipes with a weighted average life of 15 years, and $1.5 million to trade name and trademarks with a weighted average life of 10 years.

At June 30, 2024, these other intangible assets consist of the following (in thousands):

 

 

 

June 30, 2024

 

 

 

Gross Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net Carrying
Amount

 

Customer relationships

 

$

10,520

 

 

$

(7,257

)

 

$

3,263

 

Developed IP, processes and recipes

 

 

4,820

 

 

 

(2,548

)

 

 

2,272

 

Trade name/Trademarks

 

 

1,500

 

 

 

(1,193

)

 

 

307

 

Other

 

 

448

 

 

 

(127

)

 

 

321

 

Total identifiable other intangible assets

 

$

17,288

 

 

$

(11,125

)

 

$

6,163

 

 

 

Amortization expense related to other intangible assets was $355,000 for both three months ended June 30, 2024 and 2023, and $711,000 and $707,000 for the six months ended June 30, 2024 and 2023, respectively. Amortization expense is included in the amortization of acquired technology and other intangible assets expense line item on the Consolidated Statements of Income and is expected to be $717,000 for the six months ending December 31, 2024, $1.4 million for each of the years ending December 31, 2025 and 2026, $1.3 million for the year ending December 31, 2027, $422,000 for the year ending December 31, 2028, and $1.0 million in total thereafter.