Annual Report
Mixed-Signal Optics
2017
TO OUR SHAREHOLDERS
In 2017 EMCORE began to significantly realize the benefits of the operational transformation we initiated in 2015. By continuing to capitalize
on our technology leadership in existing markets and leveraging our operational efficiencies, intellectual property, technical and production
assets, we are now poised to build revenue diversity into adjacent market opportunities, which we believe will enhance shareholder value in
the years ahead. Some key highlights from fiscal 2017 include:
Revenue growth of 34% year-over-year, bringing our compounded annual growth rate to nearly 30% over the last three years
Pre-tax non-GAAP net income growth of 182% year-over-year with 174% year-over-year non-GAAP EPS growth
Completion of the transition to our new manufacturing facility in Beijing, China, and reduction of headcount to approximately 160 from
our peak in China of nearly 430 in December 2016
Establishment of the leadership team, and operational and technical foundations for success in the Chip and Navigation markets
Introduction of new strategic products for the Navigation market including the EMCORE-OrionTM Micro Inertial Navigation System and
EN-300 Inertial Measurement/Navigation Unit
Continued technological leadership in Cable TV with further market penetration of our groundbreaking Linear Externally Modulated
Laser (L-EML) transmission technology and launch of our new Optical Beat Interference (OBI) mitigated RFoG ONU transceiver
Our competitive position and growth prospects in our target markets continue to be very strong going into 2018.
In the Cable TV market, we saw continuing strong market demand for our transmission products as cable operators deploy DOCSIS 3.1.
Beyond this traditional strength of EMCORE, our RFoG micro-node products provided nearly a $13 million revenue boost year-over-year. Our
third-generation L-EML RFoG micro-nodes, which we announced at ANGACOM in June, will complete qualification in early 2018, enabling
delivery in fiscal Q3 and Q4 of 2018. We are seeing continued tremendous market reception of our L-EML transmitter product line. In fiscal
Q4 2017, we began shipments of L-EML headend transmitters for RFoG applications and received design wins for additional L-EML
transmitters that began shipping in fiscal Q1 of 2018. We are still in the early innings of the DOCSIS 3.1 network build-out and are poised to
benefit from our highly-advanced Linear Fiber Optics products, especially the L-EML.
In the Chip market, we continued to see strong demand for both our 2.5G and 10G chip products in China. Our development work on new
chip products such as our Wireless and Data Center products continue with the goal of broadening both our chip product portfolio and the
number of markets served. We expect that this growth will drive revenue, as well as a higher blended margin both for our chip business and
for the company overall. The heart of EMCORE’s business has always been optical semiconductor chips, and we are committed to making
this business as successful over the long term as our Cable TV business.
In the Navigation market, we’ve received orders going out several quarters enabling us to have excellent demand visibility. Our strong
performance with the leaders in the Defense industry continues to open-up larger, new programs for EMCORE with higher margin, higher
complexity navigation products such as our new EN-300. We have shipped our first EN-300 qualification units and plan to announce several
exciting new products over the coming months in the tactical market for gun stabilization, as well as for navigation applications. EMCORE is
now building multiple layers on its technical and production foundation, which we believe can position Navigation to be at least as large as
the current Cable TV, Satellite Communications and Wireless broadband businesses in the coming years.
As we look out to opportunities in 2018 and beyond, I’d like to acknowledge and applaud the progress the EMCORE team has made over the
past 3-years. Revenue has grown 121% from approximately $56 million to $123 million, with profits growing from a loss of $0.46 a share to
a profit of $0.52 a share; nearly a $1.00 improvement in non-GAAP EPS. We did this with 34% fewer people, and a smaller footprint and we
generated cash despite massive capital reinvestment. Most importantly, we did this all with organic growth and superior execution.
The company is now entering a very exciting time that has been nearly 3-years in the making. We are ready to support rapid growth and
revenue diversity and have the team in place necessary to accomplish these objectives.
On behalf of EMCORE’s management team and board of directors, I would like to thank our shareholders, customers, suppliers and
employees for their continued support and I look forward to updating you on our progress in 2018. We believe it will be a very exciting year.
Respectfully,
Jeffrey Rittichier
President & Chief Executive Officer
Please refer to our Company’s forward-looking statements disclosure under “Cautionary
Statements Regarding Forward-Looking Statements” in our Form 10-K included herein. As
used herein, non-GAAP net income and non-GAAP EPS are non-GAAP financial measures.
Please refer to our earnings release for the quarter and fiscal year ended September 30, 2017
available on our website at http://investor.emcore.com/press-releases for a reconciliation of
these non-GAAP financial measures to the most comparable GAAP financial measure.
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2017
or
□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the transition period from
to
Commission File Number 001-36632
EMCORE Corporation
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2746503
(I.R.S. Employer Identification No.)
2015 W. Chestnut Street, Alhambra, California, 91803
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (626) 293-3400
Securities registered pursuant to Section 12(B) of the Act:
Name of Each Exchange on Which Registered
Title of Each Class
Common stock, no par value
The Nasdaq Stock Market LLC (Nasdaq Global Market)
Rights to Purchase Series A Junior Participating Preferred Stock The Nasdaq Stock Market LLC (Nasdaq Global Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act □ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. □ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes □ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). ☒ Yes □ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. □
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definition of ‘‘large accelerated filer’’, ‘‘accelerated filer’’, ‘‘smaller reporting company’’ and ‘‘emerging
growth company’’ in Rule 12b-2 of the Exchange Act. □ Large accelerated filer ☑ Accelerated filer □ Non-accelerated filer
□ Smaller reporting company □ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). □ Yes ☑ No
The aggregate market value of our common stock held by non-affiliates as of March 31, 2017 (the last business day of our most
recently completed second fiscal quarter) was approximately $239.0 million, based on the closing sale price of $9.00 per share of
common stock as reported on the Nasdaq Global Market. For purposes of this disclosure, shares of common stock held by officers and
directors and by each person known by us to own 5% or more of our outstanding common stock have been excluded.
As of November 30, 2017, the number of shares outstanding of our no par value common stock totaled 27,128,382.
DOCUMENTS INCORPORATED BY REFERENCE
In accordance with General Instruction G(3) of Form 10-K, certain information required by Part III hereof will
either be incorporated into this Form 10-K by reference to our Definitive Proxy Statement for our Annual Meeting
of Shareholders filed within 120 days of September 30, 2017 or will be included in an amendment to this Form 10-K
filed within 120 days of September 30, 2017.
CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations
and projections about future events and financial trends affecting the financial condition of our business. Such
forward-looking statements include, in particular, projections about our future results included in our Exchange Act
reports and statements about our plans, strategies, business prospects, changes and trends in our business and the
markets in which we operate. These forward-looking statements may be identified by the use of terms and phrases
such as ‘‘anticipates,’’ ‘‘believes,’’ ‘‘can,’’ ‘‘could,’’ ‘‘estimates,’’ ‘‘expects,’’ ‘‘forecasts,’’ ‘‘intends,’’ ‘‘may,’’
‘‘plans,’’ ‘‘projects,’’ ‘‘should,’’ ‘‘targets,’’ ‘‘will,’’ ‘‘would,’’ and similar expressions or variations of these terms and
similar phrases. Additionally, statements concerning future matters such as our expected liquidity, development of
new products, enhancements or technologies, sales levels, expense levels, expectations regarding the outcome of
legal proceedings and other statements regarding matters that are not historical are forward-looking statements.
Management cautions that
these forward-looking statements relate to future events or our future financial
performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that
may cause actual results, levels of activity, performance, or achievements of our business or our industry to be
materially different from those expressed or implied by any forward-looking statements. Factors that could cause or
contribute to such differences in results and outcomes include without limitation the following: (a) the rapidly
evolving markets for the Company’s products and uncertainty regarding the development of these markets; (b) the
Company’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products
and customers in any period; (c) delays and other difficulties in commercializing new products; (d) the failure of new
products: (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields,
and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered
by our competitors; (e) uncertainties concerning the availability and cost of commodity materials and specialized
product components that we do not make internally; (f) actions by competitors; and (g) other risks and uncertainties
discussed in Part I, Item 1A, Risk Factors in this Annual Report as well as those discussed elsewhere in this Annual
Report., as such risk factors may be amended, supplemented or superseded from time to time by other reports we file
with the Securities and Exchange Commission (‘‘SEC’’). These cautionary statements apply to all forward-looking
statements wherever they appear in this Annual Report.
Forward-looking statements are based on certain assumptions and analysis made in light of our experience and
perception of historical trends, current conditions and expected future developments as well as other factors that we
believe are appropriate under the circumstances. While these statements represent our judgment on what the future
may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or
financial results. All forward-looking statements in this Annual Report are made as of the date hereof, based on
information available to us as of the date hereof, and subsequent facts or circumstances may contradict, obviate,
undermine, or otherwise fail to support or substantiate such statements. We caution you not to rely on these statements
without also considering the risks and uncertainties associated with these statements and our business that are
addressed in this Annual Report on Form 10-K. Certain information included in this Annual Report may supersede
or supplement forward-looking statements in our other reports filed with the SEC. We assume no obligation to update
any forward-looking statement to conform such statements to actual results or to changes in our expectations, except
as required by applicable law or regulation.
EMCORE Corporation
FORM 10-K
For The Fiscal Year Ended September 30, 2017
TABLE OF CONTENTS
Part I:
Item 1.
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part II:
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases
of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended
September 30, 2017, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of September 30, 2017 and September 30, 2016 . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30,
2017, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2017, 2016
and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to our Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm - KPMG LLP . . . . . . . . . . . . . . . . .
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part III:
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships, Related Transactions and Director Governance . . . . . . . . . . . . . . . . . . . .
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Part IV:
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
1
12
34
34
34
34
35
37
40
57
58
58
59
60
61
63
91
90
90
92
92
92
92
92
92
94
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
PART I.
Item 1.
Business
Company Overview
EMCORE Corporation, together with its subsidiaries (referred to herein as the ‘‘Company,’’ ‘‘we,’’ ‘‘our,’’ or
‘‘EMCORE’’), was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997
and is listed on the Nasdaq Stock Exchange under the ticker symbol EMKR. EMCORE pioneered the linear fiber
optic transmission technology that enabled the world’s first delivery of Cable TV directly on fiber, and today is a
leading provider of advanced Mixed-Signal Optics products that enable communications systems and service
providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology
at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to
provide the aerospace and defense markets with state-of-the-art navigations systems technology. With both analog
and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often far
greater than traditional digital applications and requires a specialized expertise held by EMCORE which is unique
in the optics industry.
EMCORE has fully vertically-integrated manufacturing capability through our Indium Phosphide (‘‘InP’’)
compound semiconductor wafer fabrication facility at our headquarters in Alhambra, CA. The facility supports
EMCORE’s vertically-integrated manufacturing for our laser, transmitter and receiver products for Cable TV and
other broadband applications, fiber optic gyro sensors for Navigation Systems, and chip devices for Telecom and
Datacom applications.
information regarding this segment. Until
We currently have one reporting segment: Fiber Optics. This segment is comprised of three product lines:
Broadband, Chip Devices and Navigation Systems. Please see our consolidated financial statements and footnotes
included in this Annual Report for financial
the quarter ended
December 31, 2014, we operated as two segments: Fiber Optics and Photovoltaics. EMCORE’s former Solar
Photovoltaics business, which was sold in December 2014, provided products for space power applications including
high-efficiency multi-junction solar cells, covered interconnect cells and complete satellite solar panels. In addition,
as further described below, EMCORE sold certain assets, and transferred certain liabilities, of the Company’s
telecommunications business, including the ITLA (Integrable Tunable Laser Assembly) micro-ITLA, T-TOSA
(Tunable Transmitter Optical Subassembly) and T-XFP (Tunable 10 Gigabit Form Factor Pluggable) product lines
within the Company’s telecommunications business, in January 2015. See Note 2 - Summary of Significant
Accounting Policies in the notes to our consolidated financial statements for disclosures related to the reclassification
of prior period amounts related to discontinued operations as a result of the sale of these businesses to conform to
the current period financial statement presentation.
EMCORE’s headquarters and principal executive offices are located at 2015 W. Chestnut Avenue, Alhambra,
California, 91803 and our main telephone number is (626) 293-3400. For specific information about us, our products
or the markets we serve, please visit our website at http://www.emcore.com. The information contained in or linked
to our website is not a part of, nor incorporated by reference into, this Annual Report on Form 10-K or a part of any
other report or filing with the Securities and Exchange Commission (the ‘‘SEC’’).
We are subject to the information requirements of the Securities Exchange Act of 1934 (the ‘‘Exchange Act’’).
We file periodic reports, current reports, proxy statements, and other information with the SEC. The SEC maintains
a website at http://www.sec.gov that contains all of our information that has been filed or furnished electronically
with the SEC. We make available free of charge on our website a link to our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant
to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable, after such material is electronically
filed with, or furnished to, the SEC.
Overview of Our Industry and Markets We Serve
InP compound semiconductor-based products provide the foundation of components, subsystems, and systems
used in a broad range of technology markets. Compound semiconductor materials can provide electrical or
electro-optical functions, such as emitting optical communications signals and detecting optical communications
signals.
1
Specifically, within our Fiber Optics reporting segment, our Broadband products serve the Cable TV (‘‘CATV’’),
Satellite Communications and Wireless markets; our Chip products serve the Telecommunications, Fiber-To-The-
Premises (‘‘FTTP’’), Long-Term Evolution (‘‘LTE’’) and Data Center markets; and our Navigation Systems products
primarily serve the Aerospace and Defense markets.
Broadband Product Line
Our broadband fiber optic products enable information that is modulated on light signals to be transmitted,
routed (switched) and received in communication systems and networks. Our products in this area include:
•
CATV Products - EMCORE is an established market leader in providing Radio Frequency (‘‘RF’’) over
fiber products for the CATV industry. Our products enable cable systems providers to increase data
transmission distance, speed and bandwidth in Hybrid Fiber Coaxial (HFC) networks, with lower noise and
power consumption. This empowers cable service operators to meet the growing demand for high-speed
Internet, HDTV, Ultra HDTV, video streaming and other advanced services. Our CATV products include
forward and return-path analog lasers, receivers, photodetectors and subassembly components; analog and
digital fiber-optic transmitters, Quadrature Amplitude Modulation (QAM) transmitters, optical switches
and CATV fiber amplifiers. EMCORE’s latest series of CATV transmitters feature the Company’s
breakthrough Linear Externally Modulated Laser (L-EML) technology that enables long distance optical
link performance approaching traditional lithium niobate-based externally-modulated transmitters, but is
more cost-effective and far exceeds the performance of DFB laser-based systems. EMCORE’s CATV
transmitter products are offered on an OEM and ODM basis for integration into complete CATV
transmission systems, and the Company also offers its own branded line of EMCORE Medallion series
rack-mount CATV transmitters, optical switches and fiber amplifiers. EMCORE’s Medallion series
products include DOCSIS 3.1, 1550 nm externally-modulated transmitters, 1550 nm directly-modulated
transmitters, optical A/B switches, and 1RU and 2RU rack-mount CATV fiber amplifiers. EMCORE’s
Medallion series transmitters, optical switches and fiber amplifiers, in conjunction with EMCORE’s
components and Radio Frequency over Glass (‘‘RFoG’’) products, comprise a complete end-to-end CATV
system.
2
•
•
Laser, Receiver and Photodetector Component Products - We are a leading provider of optical
components including lasers, receivers and photodetectors (also called photodiodes). Our products include
CWDM (Coarse Wavelength Division Multiplexing) and DWDM (Dense Wavelength Division
Multiplexing), 1310 nm and 1550 nm Distributed Feedback (‘‘DFB’’) lasers and optical receivers
optimized for CATV, DOCSIS (Data Over Cable Service Interface Specification) 3.1 and wireless
applications. Form-factors for laser products include 14-pin butterfly and coaxial TO-Can. In addition, we
offer broadband photodiodes used in forward-and return-path broadband and FTTP applications.
EMCORE’s component products to the global fiber optics industry leverage the benefits of our
vertically-integrated infrastructure, low-cost manufacturing and early access to newly developed internally-
produced components.
Radio Frequency over Glass (RFoG) FTTP Products - EMCORE supports deployments of RFoG access
networks for homes and businesses worldwide with customer qualified FTTP products for video, voice and
data services. Our products include an RFoG Optical Networking Unit (ONU) transceiver that features
breakthrough OBI (Optical Beat Interference) mitigation technology to significantly improve RFoG
network performance in high-density customer environments. Additional products for RFoG networks
include analog fiber optic transmitters for video overlay, high-power Erbium-Doped Fiber Amplifiers
(‘‘EDFA’’), analog and digital lasers, photodetectors and subassembly components. Our RFoG-FTTP
products provide our customers with higher performance designs and support exceptional network
performance capabilities for service providers.
3
•
Satellite/Microwave Communications Products - EMCORE has an established history as a pioneer of
innovative RF over fiber solutions for high-performance fiber optic links in the terrestrial portion of
satellite communications networks. EMCORE’s satellite/microwave band components and complete
systems transport an ultra-broadband frequency range including IF, L, S, C, X, DBS, Ku, K, Ka, and
Ultra-Wideband signal transport. A wide range of high-dynamic-range applications are supported including
satellite antenna remoting and signal distribution, inter- and intra-facility links, site diversity systems,
high-performance supertrunking links, electronic warfare systems and radar testing. EMCORE’s complete
line of satellite and microwave components, subassemblies and systems eliminate the distance limitations
of copper-based coaxial systems. Our rack-mount Optiva Platform RF & Microwave Fiber Optic Transport
System features a wide range of SNMP (Simple Network Management Protocol) managed fiber optic
transmitters, receivers, optical amplifiers, RF and optical switches, passive devices and Ethernet products
that provide high-performance fiber optic transmission between satellite hub equipment and antenna dishes.
EMCORE also offers a series of ruggedized microwave flange-mount transmitters, receivers and optical
delay line products that meet the reliability and durability requirements of the U.S. government and defense
markets. These products are tailored to the requirements of higher frequency applications such as
microwave antenna signal distribution, electronic warfare systems and radar system calibration and testing.
They provide our customers with high frequency, dynamic range, compact form-factors, and extreme
temperature, shock and vibration tolerance. To the extent sales of our satellite/microwave communications
products are related to U.S. government contracts or subcontracts, this portion of the business may be
subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S.
government or an agency thereof.
4
• Wireless Communications Products - The increasing dependence on wireless access for social media, text,
email, uploading and downloading of apps, music, videos and photos has created greater demand for
deployment of cost-effective, high-performance, integrated wireless Distributed Antenna System (‘‘DAS’’)
networks. Wireless systems providers are building systems in subway tunnels, stadiums, hotels, high-speed
trains and cruise ships. EMCORE’s has developed highly linear fiber optic products that are optimized for
wireless applications which we believe integrate extremely well into these systems. They enhance
bandwidth and linearity to enable the delivery of consistent, reliable signals in areas where interference is
high, or signals are weak. EMCORE’s products for wireless applications include DFB lasers and optical
receivers specifically designed for wireless networks, 3 GHz and 6.5 GHz fiber optic links for cellular
backhaul, 4G LTE and DAS.
Chip Devices Product Line
Telecommunications companies throughout the world have been extending their Passive Optical Network
(‘‘PON’’) infrastructure to business, enterprise and residential customers for several years. Since the sale of the
Company’s telecom module products in 2015, EMCORE has supported this market through commercialization of
products developed in our InP wafer fab to become a merchant supplier of high-performance chip devices to the
Telecom industry. EMCORE’s semiconductor wafer fabrication facility features MOCVD (Metal-Organic Chemical
Vapor Deposition) reactors for 2’’ or 3’’ wafer processing for InP-based devices including high-power gain chips,
laser chips, Avalanche Photodiode (‘‘APD’’) and P-type Intrinsic N-type (‘‘PIN’’) photodetector chips. Our technical
team has expertise in device design, epitaxial growth, wafer processing, device characterization, and Chip-On-Block
(‘‘COB’’), TO-Can and Optical Sub-Assembly (‘‘OSA’’) from development through manufacturing.
• High-Power Gain Chips Products - EMCORE, through our previous experience in the Telecom tunable
module market, has design and engineering expertise in development and manufacturing of high-power
gain chips for tunable lasers and transceivers utilized in coherent DWDM optical transmission systems.
•
GPON Fiber-To-The-Premises (FTTP) and Data Center Chip Products - EMCORE’s chip devices
portfolio is continually developing to support the latest advances in PON including GPON, 10G-EPON,
XG-PON, XGS-PON, along with 4G LTE and data center applications. The Company’s laser chip devices
offering includes 2.5G and 10G PON DFB and 10G Fabry-Perot laser chips. Wavelengths supported
include 1270, 1290, 1310, 1330, 1490, 1550 and 1610 nm. In addition, EMCORE offers 2.5G and
10G APD top and bottom illuminated chips and COB, along with 10G PIN photodiode chips, with
additional products in development.
5
Navigation Systems Product Line
EMCORE, through our vertically-integrated infrastructure, has been able to adapt the same technologies, chip
designs and production assets applicable to our CATV products to the development of state-of-the-art Fiber Optic
Gyroscopes (‘‘FOG’’) that have broad application within the aerospace and defense markets for land, sea, air and
space navigation. This gives EMCORE the ability to leverage our high-volume infrastructure for lower volume,
higher value-added product. EMCORE has expanded its FOG-based product line to include Inertial Measurement
Units (‘‘IMU or IMUs’’) and Inertial Navigation Systems (‘‘INS’’) that provide superior Size, Weight and Power
(‘‘SWaP’’) compared to competing or legacy systems. To the extent sales of our navigation system products are
related to U.S. government contracts or subcontracts, this portion of the business may be subject to renegotiation of
profits or termination of contracts or subcontracts at the election of the U.S. government or an agency thereof.
•
•
Fiber Optic Gyroscope Products - EMCORE’s FOG program has received multiple U.S. patents and has
been qualified for several key military programs for applications including Unmanned Aerial Systems
(‘‘UAS’’), line-of-site stabilization, aviation and aeronautics. All EMCORE FOGs feature advanced optics
with only three components for simplified assembly along with Digital Signal Processing (‘‘DSP’’) for
much higher accuracy, lower noise and greater efficiency. The integrated DSP also improves optical drift
stability, enables higher linearity and greater environmental flexibility. EMCORE’s FOG products range
from tactical to navigational grade gyros where the critical specifications for fiber length, ARW (Angle
Random Walk) and drift rate improves through the product line to provide customers greater flexibility in
choosing the performance level that best meets their application.
Inertial Measurement Units and Navigation Systems Products - EMCORE’s Inertial Measurement Units
and Inertial Navigation Systems, based on our advanced FOG technology, provide superior SWaP
compared to competing systems. Our products provide customers the flexibility to choose options from
straightforward IMU operation to full navigation and are higher performance form, fit and function
replacements for other IMUs and legacy systems. EMCORE’s IMUs and INS products deliver high-
precision with up to five-times better performance than competing units in compact, portable form-factors
that provide standalone aircraft grade navigator performance at one-third the size of competing systems.
Recently EMCORE launched its new EMCORE-Orion™ series of high-precision Micro Inertial
Navigation (MINAV) systems designed primarily for applications where navigation aids such as GPS are
unavailable or denied. The advanced technology incorporated enables these systems to provide
performance close to that of traditional RLG (Ring Laser) INS with one-third the SWaP. We believe the
EMCORE MINAV’s low SWaP makes it an ideal inertial navigation system for unmanned aerial vehicle
and dismounted soldier applications, and the units can operate as navigators or very precise IMUs with
lower noise and greater stability than competing systems.
6
Customers
Our major customers include: ARRIS International plc, BUPT-GuoAn Broadband, Cisco Systems Inc. and
Commscope and their respective affiliates, who each at times have represented greater than 10% of our consolidated
revenue in the fiscal years ended September 30, 2017, 2016 and 2015. In the fiscal year ended September 30, 2017,
Arris International plc, Cisco Systems Inc. and Commscope and their respective affiliates each represented greater
than 10% of our consolidated revenue.See Note 15 - Geographical Information in the notes to our consolidated
financial statements for additional information about our significant customers.
Geographical Information
See Note 15 - Geographical Information in the notes to our consolidated financial statements for disclosures
related to geographic revenue and long-lived assets.
Strategic Plan
Strategy and Alternatives Committee of the Board of Directors
In addition to organic growth and development of our existing Fiber Optics business, we intend to pursue other
strategies to enhance shareholder value. The Strategy and Alternatives Committee of the Company’s Board of
Directors (the ‘‘Strategy Committee’’), which was established in December 2013, is charged with overseeing the
Company’s strategic plan and evaluating strategic opportunities and alternatives available to the Company, including
potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of the
Company’s business. Accordingly, the Strategy Committee may from time to time consider strategic opportunities to
enhance shareholder value, which may include acquisitions, investments in joint ventures, partnerships, and other
strategic alternatives, such as dispositions, reorganizations, recapitalizations or other similar transactions, the
repurchase of shares of our outstanding common stock or payment of dividends to our shareholders. The Strategy
Committee may engage financial and other advisors to assist it in doing so. Accordingly, the Strategy Committee and
our management may from time to time be engaged in evaluating potential strategic opportunities and may enter into
definitive agreements with respect to such transactions or other strategic alternatives. However, there is no assurance
that the Strategy Committee will identify further strategic opportunities that the Company will determine to pursue,
or that the consideration of any such opportunity would result in the completion of a strategic transaction.
Sale of Photovoltaics and Digital Products Businesses
On September 17, 2014, EMCORE entered into an Asset Purchase Agreement (the ‘‘Photovoltaics Agreement’’)
with SolAero Acquisition Corporation (‘‘SolAero’’), a Delaware corporation and an affiliate of private equity firm
Veritas Capital, pursuant to which SolAero acquired substantially all of the assets, and assume substantially all of the
including
liabilities, primarily related to or used in connection with the Company’s photovoltaics business,
EMCORE’s subsidiaries EMCORE Solar Power, Inc. and EMCORE IRB Company, LLC (collectively,
the
‘‘Photovoltaics Business’’, and the sale of the Photovoltaics Business,
the ‘‘Photovoltaics Asset Sale’’) for
$150.0 million in cash, prior to a $0.1 million working capital adjustment pursuant to the Photovoltaics Agreement
finalized and paid by EMCORE during the fiscal year ended September 30, 2015. On December 10, 2014, EMCORE
completed the Photovoltaics Asset Sale.
On October 22, 2014, EMCORE entered into an Asset Purchase Agreement (the ‘‘Digital Products Agreement’’)
with NeoPhotonics Corporation, a Delaware corporation (‘‘NeoPhotonics’’), pursuant to which the Company sold
certain assets and transfer certain liabilities of the Company’s telecommunications business (collectively, the ‘‘Digital
Products Business’’, and the sale of the Digital Products Business,
the ‘‘Digital Products Assets Sale’’) to
NeoPhotonics for an aggregate purchase price of $17.5 million, subject to certain purchase price adjustments,
consisting of $1.5 million in cash at closing and a promissory note in the principal amount of $16.0 million (the
‘‘Promissory Note’’). The Promissory Note provided that it would bear interest of 5.0% per annum for the first year
and 13.0% per annum for the second year, payable semi-annually in cash, and would mature two years from the
closing of the transaction. In addition, the Promissory Note was subject to prepayments under certain circumstances,
and was secured by certain of the assets sold to NeoPhotonics in the transaction.
On January 2, 2015, EMCORE and NeoPhotonics entered into Amendment No. 1 (the ‘‘APA Amendment’’) to
the Digital Products Agreement. Among other things, the APA Amendment revised the nature and timing of the
financial deliverable requirements of the Company to NeoPhotonics under the original Digital Products Agreement.
7
The assets sold pursuant to the Digital Products Agreement included certain fixed assets, inventory, accounts
receivable and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the
Company’s telecommunications business. On January 2, 2015, EMCORE completed the sale of the Digital Products
Business. On April 16, 2015, EMCORE and NeoPhotonics entered into an agreement to adjust the purchase price for
the Digital Products Business, resulting in an adjusted balance of the Promissory Note of $15.5 million. On April 17,
2015, NeoPhotonics paid in full the balance outstanding of the Promissory Note of $15.5 million, plus accrued
interest of $0.2 million.
We used a portion of the proceeds from the Photovoltaics Asset Sale and the Digital Products Assets Sale
(collectively, the ‘‘Asset Sales’’) to pay for transaction costs associated with the Asset Sales, make payments required
pursuant to existing retention award agreements, repay certain indebtedness, and for general working capital
purposes. In June 2015, we also used a portion of the proceeds from the Asset Sales to repurchase 6.9 million shares
of our common stock for an aggregate cost of $45.0 million (excluding fees and expenses) pursuant to a modified
‘‘Dutch auction’’ tender offer we commenced in May 2015. In addition, in July 2016, we used a portion of the
proceeds from the Asset Sales to pay a special cash dividend to our shareholders of $1.50 per share, or a total of
$39.2 million. The dividend was paid on July 29, 2016 to shareholders of record as of July 18, 2016. See Note 14
- Equity for additional information.
Sources of Raw Materials
We depend on a limited number of suppliers for certain raw materials, components, and equipment used in our
products. We continually review our supplier relationships to mitigate risks and lower costs, especially where we
depend on one or two suppliers for critical components or raw materials. While maintaining inventories that we
believe are sufficient to meet our near-term needs, we strive not to carry significant inventories of raw materials.
Accordingly, we maintain ongoing communications with our suppliers in order to prevent any interruptions in supply,
and have implemented a supply-chain management program to maintain quality and lower purchase prices through
standardized purchasing efficiencies and design requirements. To date, we generally have been able to obtain
sufficient quantities of critical supplies in a timely manner.
We are subject to rules promulgated by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer
Protection Act regarding the use of ‘‘conflict minerals’’. These rules have imposed and will continue to impose
additional costs and may introduce new risks related to our ability to verify the origin of any ‘‘conflict minerals’’ used
in our products.
Manufacturing
We utilize MOCVD (metal-organic chemical vapor deposition) systems that are capable of processing virtually
all compound semiconductor-based materials. Our operations include wafer fabrication, device design and production
and fiber optic module, subsystem and system design and manufacture. Many of our manufacturing operations are
computer monitored or controlled to enhance production output and statistical control. We employ a strategy of
minimizing ongoing capital investments, while maximizing the variable nature of our cost structure. We maintain
supply agreements with key suppliers. Where we can gain cost advantages while maintaining quality and intellectual
property control, we outsource the production of certain products, subsystems, components, and subassemblies to
contract manufacturers located overseas. Our contract manufacturers maintain comprehensive quality assurance and
delivery systems, and we continuously monitor them for compliance.
Our various manufacturing processes involve extensive quality assurance systems and performance testing. Our
facilities have acquired and maintain certification status for their quality management systems. Our manufacturing
facilities located in Alhambra, California; Ivyland, Pennsylvania; and Beijing, China are registered to ISO 9001
standards.
Sales and Marketing
We sell our products worldwide through our direct sales force, application engineers, third party sales
representatives and distributors. Our sales force communicates with our customers’ engineering, manufacturing, and
purchasing personnel to provide optimized customer solutions through product design, qualifications, performance,
and price. Our strategy is to use our direct sales force to sell to original equipment manufacturers and key accounts
and to expand our use of distribution partners for increased coverage in both international markets and certain
domestic segments.
8
Throughout our sales cycle, we work closely with our customers to qualify our products into their product lines
and platforms. As a result, we develop strategic and long-lasting customer relationships with products and services
that are tailored to our customers’ requirements. We focus our marketing communication efforts on increasing brand
awareness, communicating our technologies’ advantages, and generating leads for our sales force. We use a variety
of marketing methods, including our website, participation at trade shows, and selective advertising to achieve these
goals.
Externally, our marketing group works with customers to define requirements, characterize market trends, define
new product development activities, identify cost reduction initiatives, and manage new product introductions.
Internally, our marketing group communicates and manages customer requirements with the goal of ensuring that our
product development activities are aligned with our customers’ needs. These product development activities allow
our marketing group to manage new product introductions and market trends. See Note 15 - Geographical
Information in the notes to the consolidated financial statements for disclosures related to geographic revenue and
significant customers.
Research and Development
Our research and development efforts have been focused on maintaining our technological competitive edge by
working to improve the quality and features of our product lines. We are also making investments to expand our
existing technology and infrastructure in an effort to develop new products and production technology that we can
use to expand into new markets. Our industry is characterized by rapid changes in process technologies with
increasing levels of functional integration. Our efforts are focused on designing new proprietary processes and
products, on improving the performance of our existing materials, components, and subsystems, and on reducing
costs in the product manufacturing process.
As part of the ongoing effort to cut costs, many of our projects have focused on developing lower cost versions
of our existing products. In view of the high cost of development, we solicit research contracts that provide
opportunities to enhance our core technology base and promote the commercialization of targeted products.
Generally, internal research and development funding is used for the development of products that will be released
within twelve months and external funding is used for long-term research and development efforts.
We believe that in order to remain competitive, we must invest significant financial resources in developing new
product features and enhancements and in maintaining customer satisfaction worldwide. Research and development
expense was $12.5 million, $9.9 million and $9.1 million for the fiscal years ended September 30, 2017, 2016 and
2015, respectively. As a percentage of revenue, research and development expenses were 10.2%, 10.8% and 11.2%
for the fiscal years ended September 30, 2017, 2016 and 2015, respectively. Our research and development expense
consists primarily of compensation expense including non-cash stock-based compensation expense, as well as
engineering and prototype costs, depreciation expense, and other overhead expenses, as they relate to the design,
development, and testing of our products. These costs are expensed as incurred.
Intellectual Property and Licensing
We protect our proprietary technology by applying for patents, where appropriate, and in other cases by
preserving the technology, related know-how, and information as trade secrets. The success and competitive
advantage enjoyed by our product lines depends heavily on our ability to obtain intellectual property protection for
our proprietary technologies. We also acquire, through license grants or assignments, rights to patents on inventions
originally developed by others. As of September 30, 2017, we held approximately 60 U.S. patents and approximately
30 foreign patents and had over 10 additional patent applications pending. The issued patents cover various products
in the major markets we serve. Our U.S. patents will expire on varying dates between 2018 and 2035. These patents
and patent applications claim protection for various aspects of current or planned commercial versions of our
materials, components, subsystems, and systems.
We also have entered into license agreements with other organizations, under which we have obtained exclusive
or non-exclusive rights to practice inventions claimed in various patents and applications issued or pending in the
U.S. or other foreign jurisdictions. We do not believe our financial obligations under any of these agreements
adversely affects our business, financial condition, or results of operations.
We rely on trade secrets to protect our intellectual property when we believe that publishing patents would make
it easier for others to reverse engineer our proprietary processes. We also rely on other intellectual property rights
such as trademarks and copyrights where appropriate.
9
Environmental Regulations
We are subject to U.S. federal, state, and local laws and regulations concerning the use, storage, handling,
generation, treatment, emission, release, discharge, and disposal of certain materials used in our research and
development and production operations, as well as laws and regulations concerning environmental remediation,
homeland security, and employee health and safety. The production of wafers and devices involves the use of certain
limited to, ammonia, phosphine, and arsine. We have in-house
hazardous raw materials,
professionals to address compliance with applicable environmental, homeland security, and health and safety laws
and regulations. We believe that we are currently in compliance with all applicable federal, state, and local
environmental protection laws and regulations.
including, but not
Competition
The markets for our products are extremely competitive and are characterized by rapid technological change,
frequent introduction of new products, short product life cycles, and with respect to certain of our product lines,
significant price erosion. We face actual and potential competition from numerous domestic and international
companies. Many of these companies have significant engineering, manufacturing, marketing, and financial
resources.
Partial lists of our competitors in the markets in which we participate include:
Broadband
CATV Systems - Our primary competitors include BK Tel, Hangzhou-Prevail, Oplink and Furukawa
Lasers & Components - Our primary competitors include Applied Optoelectronics, Finisar, Sumitomo Electric
and Fujitsu
Satellite & Microwave Communications - Our primary competitors include Foxcom, MITEQ, Inc., Glenair,
Microwave Photonic Systems and Vialite
Chip Level Devices - Our primary competitors include MACOM, Broadcom, Mitsubishi, GCS and Renesas
Navigation Systems - Our primary competitors include Northrup Grumman, Honeywell, iXblue and KVH
Industries
In addition to the companies listed above, we compete with many research institutions and universities for
research funding. We also sell our products to current competitors and companies with the capability of becoming
competitors. As the markets for our products grow, new competitors are likely to emerge and current competitors may
increase their market share. In the European Union (‘‘EU’’), political and legal arrangements encourage the purchase
of EU-produced goods, which places us at a disadvantage against European competitors.
There are substantial barriers to entry by new competitors across our product lines. These barriers include the
large number of existing patents, the time and costs required to develop products, the technical difficulty in
manufacturing semiconductor-based products, the lengthy sales and qualification cycles, and the difficulties in hiring
and retaining skilled employees with the required scientific and technical backgrounds. We believe that the primary
competitive factors within our current markets are product cost, yield, throughput, performance and reliability,
breadth of product
to competing
technologies. Competitors may develop enhancements to or future generations of competitive products that offer
superior price and performance characteristics. We believe that in order to remain competitive, we must invest
significant financial resources in developing new product features and enhancements and in maintaining customer
satisfaction worldwide.
line, product heritage, customer satisfaction, and customer commitment
Order Backlog
EMCORE’s product sales are made pursuant to purchase orders, often with short lead times. These orders are
subject to revision or cancellation and often are made without deposits. Products typically ship within the same
quarter in which a purchase order is received; therefore, our order backlog at any particular date is not necessarily
indicative of actual revenue or the level of orders for any succeeding period and may not be comparable to prior
periods.
10
Seasonality
In certain of our previous fiscal years, we have experienced an increase in revenues in our third and fourth fiscal
quarters due to increased sales of our CATV products resulting from an increased build of cable networks during
seasons with warmer weather.
Employees
As of September 30, 2017, we had approximately 364 employees, including approximately 133 international
employees that are located primarily in China. This represents a decrease of approximately 225 employees when
compared to September 30, 2016, primarily as a result of a decrease in international employees. None of our
employees are covered by a collective bargaining agreement. We have never experienced any labor-related work
stoppage and believe that our employee relations are good.
Competition is intense in the recruiting of personnel in the semiconductor industry and fiber optics industries.
Our ability to attract and retain qualified personnel is essential to our continued success. We are focused on retaining
key contributors, developing our staff, and cultivating their commitment to our Company.
11
ITEM 1A.
Risk Factors
We are a small company and dependent on a few products for our success.
We are a small company with a narrow, focused portfolio of products. Our small size could cause our cash flow
and growth prospects to be more volatile and makes us more vulnerable to focused competition. As a small company,
we will be subject to greater revenue fluctuations if our older product lines’ sales were to decline faster than we
anticipate. In addition, we may not be able to appropriately restructure or maintain our supporting functions to fit the
needs of a small company, which could adversely affect our business, financial condition, results of operations, and
cash flows.
We are substantially dependent on revenues from our cable television (‘‘CATV’’) business and from a small
number of customers. A substantial decrease in sales in our CATV business or the loss of or decrease in sales from
any one of these customers could adversely affect our business, financial condition, results of operations, and cash
flows.
We are substantially dependent on revenues from sales of our CATV products. Sales of our CATV products may
decline or fluctuate significantly in the future, and we may not be able to offset any decline in sales of our CATV
products with sales of other products. Any decrease in sales of our CATV products without a corresponding increase
in sales of our other products would harm our business, operating results, financial condition and cash flows.
Also, a small number of customers account for a significant portion of our revenue, and our dependence on
orders from a relatively small number of customers makes our relationship with each customer critically important
to our business. For example, for the fiscal year ended September 30, 2017, sales to three customers accounted for
an aggregate of 71% of our total consolidated revenues, for the fiscal year ended September 30, 2016, sales to three
customers accounted for an aggregate of 61% of our total consolidated revenues and for the fiscal year ended
September 30, 2015, sales to four customers accounted for an aggregate of 61% of our total consolidated revenues.
Sales from any of our major customers may decline or fluctuate significantly in the future. We may not be able to
offset any decline in sales from our existing major customers with sales from new customers or other existing
customers. Because of our reliance on a limited number of customers, any decrease in sales from, or loss of, one or
more of these customers without a corresponding increase in sales from other customers would harm our business,
operating results, financial condition and cash flows.
In addition, any negative developments in the business of existing significant customers could result in
significantly decreased sales to these customers, which could seriously harm our business, operating results, financial
condition and cash flows, and if there is consolidation among our customer base, our customers may be able to
command increased leverage in negotiating prices and other terms of sale, which could adversely affect our
profitability. If we are required to reduce our pricing, our revenue and gross margins would be adversely impacted.
Consolidation among our customer base may also lead to reduced demand for our products, replacement of our
products by the combined entity with those of our competitors and cancellations of orders, each of which could
adversely affect our business, financial condition, results of operations, and cash flows.
Although we are attempting to expand our customer base, the markets in which we sell our products are
dominated by a relatively small number of companies, thereby limiting the number of potential customers.
Accordingly, our success will depend on our continued ability to develop and manage relationships with significant
customers, and we expect that the majority of our sales will continue to depend on sales of our products to a limited
number of customers for the foreseeable future.
If spending for CATV and optical communications networks declines, our business may suffer.
Our future success depends on continued capital investment in CATV and global communications networks
infrastructure and on continued demand for high-bandwidth, high-speed communications networks and the ability of
original equipment manufacturers to meet this demand. Spending on CATV and communications networks is limited
by several factors, including limited investment resources, uncertainty regarding the long-term evolution and
sustainability of service provider business models, and a changing regulatory environment. We cannot be certain that
demand for bandwidth-intensive content will continue to grow at the same pace in the future or that communications
service providers will continue to increase spending to meet such demand. If expectations for growth of CATV and
communications networks and bandwidth consumption are not
in CATV and
communications networks does not grow as anticipated, our business, results of operations, and gross margins could
be harmed.
realized and investment
12
We have incurred losses from continuing operations and our future profitability is not certain.
For the fiscal years ended September 30, 2017, and 2016, income from continuing operations was $8.2 million
and $2.6 million, respectively, and we had a loss from continuing operations of $2.3 million for the fiscal year ended
September 30, 2015. Our operating results for future periods are subject to numerous uncertainties and we cannot be
certain that we will continue to be profitable or that we will not experience substantial losses in the future. If we are
not able to increase revenue and reduce our costs, we may not be able to achieve profitability in future periods and
our business, financial condition, results of operations and cash flows may be adversely affected.
We are subject to the cyclical nature of the markets in which we compete and any future downturn may reduce
demand for our products and revenue.
In the past, the markets in which we compete have experienced significant downturns, often connected with, or
in anticipation of, the maturation of product cycles, for both manufacturers’ and their customers’ products, and
declining general economic conditions. These downturns have been characterized by diminished product demand,
production overcapacity, high inventory levels, and accelerated erosion of average selling prices. These markets are
impacted by the aggregate capital expenditures of service providers and enterprises as they build out and upgrade
their network infrastructure. These markets are highly cyclical and characterized by constant and rapid technological
change, pricing pressures, evolving standards, and wide fluctuations in product supply and demand.
We may experience substantial period-to-period fluctuations in future results of operations. Any future downturn
in the markets in which we compete, or changes in demand for our products from our customers, could result in a
significant reduction in our revenue and may also increase the volatility of the price of our common stock.
In addition, the communication networks industry from time to time has experienced and may again experience
a pronounced downturn. To respond to a downturn, many service providers and enterprises may slow their capital
expenditures, cancel or delay new developments, reduce their workforces and inventories, and take a cautious
approach to acquiring new equipment and technologies, any of which could cause our results of operations to
fluctuate from period to period and harm our business.
Our future revenue is inherently unpredictable. As a result, our operating results are likely to fluctuate from
period to period, and we may fail to meet the expectations of our analysts and/or investors, which may cause
volatility in our stock price and may cause our stock price to decline.
Our quarterly and annual operating results have fluctuated substantially in the past and are likely to fluctuate
significantly in the future due to a variety of factors, some of which are outside of our control. Factors that could
cause our quarterly or annual operating results to fluctuate include:
•
•
•
•
a downturn in the markets for our customers’ products;
discontinuation by our vendors of, or unavailability of, components or services used in our products;
disruptions or delays in our manufacturing processes or in our supply of raw materials or product
components;
a failure to anticipate changing customer product requirements;
• market acceptance of our products;
•
cancellations or postponements of previously placed orders;
•
•
•
•
•
•
•
increased financing costs or any inability to obtain necessary financing;
the impact on our business of current or future cost reduction measures;
a loss of key personnel or the shortage of available skilled workers;
economic conditions in various geographic areas where we or our customers do business;
the impact of political uncertainties, such as government sequestration and uncertainties surrounding the
federal budget, customer spending and demand for our products;
significant warranty claims, including those not covered by our suppliers;
product liability claims;
13
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
other conditions affecting the timing of customer orders;
reductions in prices for our products or increases in the costs of our raw materials;
effects of competitive pricing pressures, including decreases in average selling prices of our products;
fluctuations in manufacturing yields;
obsolescence of products;
research and development expenses incurred associated with new product introductions;
natural disasters, such as hurricanes, earthquakes, fires, and floods;
the emergence of new industry standards;
the loss or gain of significant customers;
the introduction of new products and manufacturing processes;
changes in technology;
intellectual property disputes;
customs, import/export, and other regulations of the countries in which we do business;
the occurrence of M&A activities;
and acts of terrorism or violence and international conflicts or crises.
In addition, the limited lead times with which several of our customers order our products restrict our ability to
forecast revenue. We may also experience a delay in generating or recognizing revenue for a number of reasons. For
example, orders at the beginning of each quarter typically represent a small percentage of expected revenue for that
quarter. We depend on obtaining orders during each quarter for shipment in that quarter to achieve our revenue
objectives. Failure to ship these products by the end of a quarter may adversely affect our results of operations and
cash flows.
As a result of the foregoing factors, we believe that period-to-period comparisons of our results of operations
should not be solely relied upon as indicators of future performance.
We have substantial operations in China, which exposes us to risks inherent in doing business in China.
In an effort to keep manufacturing costs down, we operate a manufacturing facility in China. Our China-based
activities are subject to greater political, legal, and economic risks than those faced by our other operations. In
particular, the political, legal, and economic climate in China (both at the national and regional levels) is extremely
volatile and unpredictable. Our ability to operate in China may be adversely affected by changes in, or our failure
to comply with, Chinese laws and regulations, such as those relating to taxation, import and export tariffs,
environmental regulations, land use rights, intellectual property, labor and employment laws and other matters, which
laws and regulations remain highly underdeveloped and subject to change for political or other reasons, with little
or no prior notice. Moreover, the enforceability of applicable existing Chinese laws and regulations is uncertain. For
example, since Chinese administrative and court authorities have significant discretion in interpreting and
implementing statutory and contract terms, it may be more difficult to evaluate the outcome of administrative and
court proceedings and the level of legal protection we would receive compared to more developed legal systems.
These uncertainties may impede our ability to enforce the contracts we have entered into with our distributors,
business partners, customers and suppliers. In addition, protections of intellectual property rights and confidentiality
in China may not be as effective as in the U.S. or other countries or regions with more developed legal systems. All
of these uncertainties could limit the legal protections available to us and could materially and adversely affect our
business, financial condition, cash flows and results of operations.
Also, if we are found to be, or to have been, in violation of Chinese laws or regulations governing technology
import and export, the relevant regulatory authorities have broad discretion in dealing with such violations, including,
but not limited to, issuing a warning, levying fines, restricting us from benefiting from these technologies inside or
outside of China, confiscating our earnings generated from the import or export of such technology or even restricting
our future import and export of any technology.
14
In addition, we may not obtain the requisite legal permits to continue to operate in China and costs or operational
limitations may be imposed in connection with obtaining and complying with such permits. Our business could be
adversely harmed by any changes in the political, legal, or economic climate in China, our failure to comply with
applicable laws and regulations or our inability to enforce applicable Chinese laws and regulations.
While under certain circumstances we previously were not subject to certain Chinese taxes and were exempt
from customs duty assessment on imported components or materials when our finished products were exported from
China, we are no longer eligible for such exemptions due to our current Beijing facility being located in a
non-economic zone. In addition, we are required to pay income taxes in China, subject to certain tax relief. We may
become subject to other forms of taxation and duty assessments in China or may be required to pay for export license
fees in the future. In the event that we become subject to any increased taxes or new forms of taxation imposed by
authorities in China, our results of operations and cash flows could be adversely affected.
Employee turnover of direct labor in the manufacturing sector in China is high and retention of such personnel
is a challenge to companies located in or with operations in China. Although direct labor costs do not represent a high
proportion of our overall manufacturing costs, direct labor is required for the manufacture of our products. If our
direct labor turnover rates are higher than we expect, or we otherwise fail to adequately manage our direct labor
turnover rates, then our business and results of operations could be adversely affected.
We may have difficulty establishing and maintaining adequate management and financial controls over our China
operations.
Businesses in China have historically not adopted a western style of management and financial reporting
concepts and practices, which includes strong corporate governance, internal controls and computer, financial and
other control systems. Moreover, familiarity with accounting principles generally accepted in the United States of
America (‘‘U.S. GAAP’’) principles and reporting procedures is less common in China. As a consequence and due
to our significant operations in China, we may have difficulty finding accounting personnel experienced with U.S.
GAAP, and we may have difficulty training and integrating our China-based accounting staff with our U.S.-based
finance organization. As a result of these factors, we may experience difficulty in establishing management and
financial controls over our China operations. These difficulties include collecting financial data and preparing
financial statements, books of account and corporate records and instituting business practices that meet U.S.
public-company reporting requirements. We may, in turn, experience difficulties in implementing and maintaining
adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act. If we cannot provide reliable and
timely financial reports, our brand, operating results, and the market value of our equity securities could be harmed.
We have a large amount of intercompany balances with our China entities, which may be subject to taxes and
penalties when we try to pay them down or collect them.
Payments for goods and services into and out of China are subject to numerous and over-lapping government
regulation with respect to foreign exchange controls, banking controls, import and export controls, and taxes. We
have been operating in China for an extended period of time and have accumulated significant intercompany balances
with our related entities. Our ability to repay or collect these balances may be restricted by Chinese laws and, as a
result, we may be unable to successfully pay down or collect on these balances. As a consequence, we may be
assessed additional taxes in China if we are unable to claim bad debt deductions or incur debt forgiveness income
from the cancellation of these intercompany balances. Additionally, if we are found not to have complied with the
various local laws surrounding cross border payments, we may incur penalties and fines for non-compliance. Any
such taxes, penalties and/or fines could be significant in amount and, as a result, could have an adverse effect on our
financial condition and results of operations, including our cash and cash equivalent balances.
We expect to consider from time to time further strategic opportunities that may involve acquisitions, dispositions,
investments in joint ventures, partnerships, and other strategic alternatives that may enhance shareholder value,
any of which may result in the use of a significant amount of our management resources or significant costs, and
we may not be able to fully realize the potential benefit of such transactions.
We expect to continue to consider acquisitions, dispositions, investments in joint ventures, partnerships, and
other strategic alternatives that may enhance shareholder value. The Strategy and Alternatives Committee of the
Board and our management may from time to time be engaged in evaluating potential transactions and other strategic
alternatives. In addition, from time to time, we may engage financial advisors, enter into non-disclosure agreements,
conduct discussions, and undertake other actions that may result in one or more transactions. Although there would
15
be uncertainty that any of these activities or discussions would result in definitive agreements or the completion of
any transaction, we may devote a significant amount of our management resources to analyzing and pursuing such
a transaction, which could negatively impact our operations. In addition, we may incur significant costs in connection
with seeking such transactions or other strategic alternatives regardless of whether the transaction is completed. In
the event that we consummate an acquisition, disposition, partnership, or other or strategic alternative in the future,
we cannot be certain that we would fully realize the potential benefit of such a transaction and cannot predict the
impact that such strategic transaction might have on our operations or stock price. We do not undertake to provide
updates or make further comments regarding the evaluation of strategic alternatives, unless otherwise required by
law.
Acquisitions of other companies or investments in joint ventures with other companies could adversely affect our
operating results, dilute our shareholders’ equity, or cause us to incur additional debt or assume contingent
liabilities.
To increase our business, maintain our competitive position or for other business or strategic reasons, we may
acquire other companies or engage in joint ventures or similar transactions in the future. Acquisitions, joint ventures
and similar transactions involve a number of risks that could harm our business and result in the acquired business
or joint venture not performing as expected, including:
•
•
•
•
•
•
•
•
insufficient experience with technologies and markets in which the acquired business is involved, which
may be necessary to successfully operate and integrate the business;
problems integrating the acquired operations, personnel, technologies, or products with the existing
business and products;
diversion of management’s time and attention from our core business to the acquired business or joint
venture;
potential failure to retain key technical, management, sales, and other personnel of the acquired business
or joint venture;
difficulties in retaining relationships with suppliers and customers of the acquired business, particularly
where such customers or suppliers compete with us;
reliance upon joint ventures which we do not control;
subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and
assumption of liabilities including, but not limited to, lawsuits, tax examinations and warranty issues.
We may decide that it is in our best interests to enter into acquisitions, joint ventures or similar transactions that
are dilutive to earnings per share or that adversely impact margins as a whole. In addition, acquisitions or joint
ventures could require investment of significant financial resources and require us to obtain additional equity
financing, which may dilute our shareholders’ equity, or require us to incur indebtedness.
Our ability to achieve operational and material cost reductions and to realize production efficiencies for our
operations is critical to our ability to achieve long-term profitability.
We have implemented a number of operational and material cost reductions and productivity improvement
initiatives, which are intended to reduce our cost structure at both the cost of revenue and the operating expense
levels. Cost reduction initiatives often involve the re-design of our products, which requires our customers to accept
and qualify the new designs, potentially creating a competitive disadvantage for our products. These initiatives can
be time-consuming, disruptive to our operations, and costly in the short-term. Successfully implementing these and
other cost-reduction initiatives throughout our operations is critical to our future competitiveness and ability to
achieve long-term profitability. However, we cannot be certain that these initiatives will be successful in creating
profit margins sufficient to sustain our current operating structure and business.
Customer demand is difficult to forecast and, as a result, we may be unable to optimally match production with
customer demand.
We make planning and spending decisions, including determining the levels of business that we will seek and
accept, production schedules, component procurement commitments, personnel needs and other
resource
requirements, based on our estimates of customer demand. While our customers generally provide us with their
16
demand forecasts, they are typically not contractually committed to buy any quantity of products beyond firm
purchase orders. The short-term nature of our customer commitments and the possibility of unexpected changes in
demand for their products limit our ability to accurately predict future customer demand. On occasion, customers
have required rapid increases in production, which has strained our resources. We may not have sufficient capacity
at any given time to meet the volume demands of our customers, or one or more of our suppliers may not have
sufficient capacity at any given time to meet our volume demands. Conversely, a downturn in the markets in which
our customers compete can cause, and in the past has caused, our customers to significantly reduce the amount of
products ordered from us or to cancel existing orders, leading to lower utilization of our facilities. Because many of
our costs and operating expenses are relatively fixed, reduction in customer demand would have an adverse effect
on our gross margin, results of operations, and cash flow. During an industry downturn, there is also a higher risk
that a larger portion of our trade receivables would be uncollectible. In addition, certain of our arrangements with
component vendors require us to purchase minimum quantities of components within specific time periods, which
could cause us to hold excess inventories of these components during periods concurrent with a decrease in customer
demand for our products.
We have limited operating history in the fiber to the home (‘‘FTTH’’) market, and our business could be harmed
if this market does not develop as we expect and we do not grow our business in this market to the level we expect.
We have only recently begun offering products to the FTTH market, and our radio frequency over glass
(‘‘RFoG’’) products designed for this market have not yet, and may never, gain widespread acceptance by large
multiple system operators (‘‘MSOs’’). Our business in this market is dependent on the deployment of our optical
components, modules and subassemblies. We are relying on increasing demand for bandwidth-intensive services and
telecommunications service providers’ acceptance and deployment of RFoG as a technology supporting service to the
home. Without network and bandwidth growth and adoption of our solutions by operators in these markets, we will
not be able to sell our products in these markets in high volume or at our targeted margins, which would adversely
affect our business, financial condition, results of operations and cash flows. For example, RFoG technology may not
be adopted by equipment and service providers in the FTTH market as rapidly as we expect or in the volumes we
need to achieve acceptable margins. Network and bandwidth growth may be limited by several factors, including an
uncertain regulatory environment, high infrastructure costs to purchase and install equipment and uncertainty as to
which competing content delivery solution, such as CATV, will gain the most widespread acceptance. In addition, as
we enter new markets for RFoG or expand our RFoG product offerings in existing markets, our margins may be
adversely affected due to competition in those markets and commoditization of competing products. We may also
face limitations due to sole or limited sources for components of our RFoG products. If our expectations for the
growth of these markets are not realized, our business,financial condition, results of operations and cash flows may
be adversely affected.
Our operating results could be harmed if we are unable to obtain timely deliveries of sufficient components of
acceptable quality from sole or limited sources of materials, components, or services, or if the prices of
components for which we do not have alternative sources increase.
We currently obtain materials, components, and services used in our products from limited or sole sources. We
generally do not carry significant inventories of any raw materials. The reliance on a sole supplier, single qualified
vendor or limited number of suppliers could result in delivery or quality problems or reduced control over product
pricing, reliability and performance. Because we often do not account for a significant part of our suppliers’
businesses, we may not have access to sufficient capacity from these suppliers in periods of high demand. In addition,
since we generally do not have guaranteed supply arrangements with our suppliers, we risk serious disruption to our
operations if an important supplier terminates product lines, changes business focus, or goes out of business, and we
may need large end of life purchases when a sol source supplier is ceasing manufacturing of required components.
Because some of these suppliers are located overseas, we may be faced with higher costs of purchasing these
materials if the U.S. dollar weakens against other currencies. If we were to change any of our limited or sole source
suppliers, we would be required to re-qualify each new supplier. Re-qualification could prevent or delay product
shipments that could adversely affect our results of operations and cash flows. In addition, our reliance on these
suppliers may adversely affect our production if the components vary in quality or quantity. If we are unable to obtain
timely deliveries of sufficient components of acceptable quality or if the prices of components for which we do not
have alternative sources increase, our business, financial condition, results of operations, and cash flows could be
materially adversely affected.
17
If our contract manufacturers fail to deliver qualified quality products at reasonable prices and on a timely basis,
our business, financial condition, results of operations, and cash flows could be adversely affected.
We primarily use contract manufacturers located outside of the U.S. as a less-expensive alternative to our
performing manufacturing of certain products. Contract manufacturers in Asia currently manufacture a significant
portion of our high-volume fiber optics products. We supply inventory to our contract manufacturers, and we bear
the risk of loss, theft, or damage to our inventory while it is held in their facilities.
If these contract manufacturers do not fulfill their obligations to us, or if we do not properly manage these
relationships and the transition of production to these contract manufacturers, our existing customer relationships
may suffer. In addition, by undertaking these activities, we run the risk that the reputation and competitiveness of our
products and services may deteriorate as a result of the reduction of our ability to oversee and control the assembly
process, quality and delivery schedules. If we fail to manage our relationship with our contract manufacturers, or if
any of the contract manufacturers experience financial difficulty, delays, disruptions, capacity constraints or quality
control problems in their operations, our ability to ship products to our customers could be impaired and our
competitive position and reputation could be harmed.
The use of contract manufacturers located outside of the U.S. also subjects us to the following additional risks
that could significantly impair our ability to source our contract manufacturing requirements internationally,
including:
•
•
•
•
•
•
•
•
•
•
•
unexpected changes in regulatory requirements;
legal uncertainties regarding liability, tariffs, and other trade barriers;
inadequate protection of intellectual property in some countries;
greater incidence of shipping delays;
greater difficulty in overseeing manufacturing operations;
greater difficulty in hiring talent needed to oversee manufacturing operations;
potential political and economic instability and natural disasters;
potential adverse actions by the U.S. government pursuant to its stated intention to reduce the loss of U.S.
jobs;
natural disasters;
trade and travel restrictions; and
the outbreak of infectious diseases which could result in travel restrictions or the closure of the facilities
of our contract manufacturers.
Any of these factors could significantly impair our ability to source our contract manufacturing requirements
internationally. Prior to our customers accepting products manufactured at our contract manufacturers, they must
qualify the product and manufacturing processes. The qualification process can be lengthy and expensive, with no
guarantee that any particular product qualification process will lead to profitable product sales. The qualification
process determines whether the product manufactured at our contract manufacturer achieves our customers’ quality,
performance, and reliability standards. Our expectations as to the time periods required to qualify a product line and
ship products in volumes to our customers may be erroneous. Delays in qualification can impair our expected timing
of the transfer of a product line to our contract manufacturer and may impair our expected amount of sales of the
affected products. Any of these uncertainties could adversely affect our operating results and customer relationships.
In addition, our contract manufacturers may terminate our agreements with them upon prior notice to us or
immediately for reasons such as if we become insolvent, or if we fail to perform a material obligation under the
agreements. If we are required to change contract manufacturers or assume internal manufacturing operations for any
reason, including the termination of one of our contracts, we will likely suffer manufacturing and shipping delays,
lost revenue, increased costs and damage to our customer relationships, any of which could harm our business,
financial condition, results of operations and cash flows.
18
We participate in vendor managed inventory programs for the benefit of certain of our customers, which could
result in increased inventory levels and/or decreased visibility into the timing of sales.
Certain of our more significant customers have implemented a supply chain management tool called vendor
managed inventory (‘‘VMI’’) that requires suppliers, such as EMCORE, to assume responsibility for maintaining an
agreed upon level of consigned inventory at the customer’s location or at a third-party logistics provider, based on
the customer’s demand forecast. Notwithstanding the fact that the supplier builds and ships the inventory, the
customer does not purchase the consigned inventory until the inventory is drawn or pulled from the customer or
third-party location to be used in the manufacture of the customer’s product. Though the consigned inventory may
be at the customer’s or third-party logistics provider’s physical location, it remains inventory owned by the supplier
until the inventory is drawn or pulled, which is the time at which the sale takes place. In addition, certain of our
customers require us to maintain certain agreed levels of product inventory at our own locations. Our participation
in VMI programs and our commitment to other product inventory requirements at our own locations has resulted in
our experiencing higher levels of inventory than we might otherwise and has decreased our visibility into the timing
of when our finished goods will ultimately result in revenue-generating sales.
Such VMI programs and other inventory requirements increase the likelihood that estimates of our customers’
requirements that prove to be greater than our customers’ actual purchases could result in surplus inventory and we
could be required to record charges for obsolete or excess inventories. If we are unable to effectively manage our
customers’ VMI programs or other inventory requirements, our business, financial condition, results of operations
and cash flows may be adversely affected.
If we do not keep pace with rapid technological change, our products may not be competitive.
We compete in markets that are characterized by rapid technological change, frequent new product
introductions, changes in customer requirements, evolving industry standards, continuous improvement in products
and the use of our existing products in new applications, such as remote physical layer (‘‘remote PHY’’). We may
not be able to develop the underlying core technologies necessary to create new products and enhancements to our
existing products at the same rate as or faster than our competitors, or to license the technology from third parties
that is necessary for our products. Product development delays may result from numerous factors, including:
•
•
•
•
•
changing product specifications and customer requirements;
unanticipated engineering complexities;
expense reduction measures we have implemented and others we may implement;
difficulties in hiring and retaining necessary technical personnel; and
difficulties in allocating engineering resources and overcoming resource limitations.
We cannot be certain that we will be able to identify, develop, manufacture, market, or support new or enhanced
products successfully, if at all, or on a timely, cost effective, or repeatable basis. Our future performance will depend
on our successful development and introduction of, as well as market acceptance of, new and enhanced products that
address market changes, as well as current and potential customer requirements and our ability to respond effectively
to product announcements by competitors, technological changes, or emerging industry standards. Because it is
generally not possible to predict the amount of time required and the costs involved in achieving certain research,
development and engineering objectives, actual development costs may exceed budgeted amounts and estimated
product development schedules may be extended. If we are unable to develop, manufacture, market, or support new
or enhanced products successfully, or incur budget overruns or delays in our research and development efforts, our
business, financial condition, results of operations, and cash flows may be adversely affected.
Spending to develop and improve our technology may adversely impact our financial results.
We may need to increase our research and development and/or capital expenditures and expenses above our
historical run-rate model in order to attempt to improve our existing technology and develop new technology.
Increasing our investments in research and development of technology could cause our cost structure to fall out of
alignment with demand for our products, which would have a negative impact on our financial results. If we are
unable to fund these types of expenditures, we may be unable to improve our technology or develop new
technologies, which may adversely affect our business, financial condition, results of operations and cash flows.
Further, our research and development programs may not produce successful results, and our new products and
19
services may not achieve market acceptance, create additional revenue or become profitable, which could materially
harm our business, prospects, financial results and liquidity.
The competitive and rapidly evolving nature of our industries and pressure from competitors with greater
resources has in the past resulted in and is likely in the future to result in reductions in our product prices and
periods of reduced demand for our products.
We face substantial competition from a number of companies, many of which have greater financial, marketing,
manufacturing, and technical resources than we do. Larger-sized competitors often spend more on research and
development, which could give those competitors an advantage in meeting customer demands and introducing
technologically innovative products before we do. We expect that existing and new competitors will continue to
introduce new products with enhanced performance
improve the design of their existing products and will
characteristics.
The introduction of new products and more efficient production of existing products by our competitors have
resulted and are likely in the future to result in price reductions, increases in expenses, and reduced demand for our
products. In addition, some of our competitors may be willing to provide their products at lower prices, accept a lower
profit margin, or spend more capital in order to obtain or retain business. Competitive pressures have required us to
reduce the prices of some of our products. These competitive forces could diminish our market share and gross
margins, resulting in an adverse effect on our business, financial condition, results of operations, and cash flows.
New competitors may also enter our markets, including some of our current and potential customers who may
attempt to integrate their operations by producing their own components and subsystems or acquiring one of our
competitors, thereby reducing demand for our products. In addition, rapid product development cycles, increasing
price competition due to maturation of technologies, the emergence of new competitors in Asia with lower cost
structures, and industry consolidation resulting in competitors with greater financial, marketing, and technical
resources could result in lower prices or reduced demand for our products, which could have an adverse effect on
our business, financial condition, results of operations, and cash flows.
Expected and actual introductions of new and enhanced products may cause our customers to defer or cancel
orders for existing products and may cause our products to become obsolete. A slowdown in demand for existing
products ahead of a new product introduction could result in a write-down in the value of inventory on hand related
to existing products. We have in the past experienced a slowdown in demand for existing products and delays in new
product development and such delays may occur in the future. To the extent customers defer or cancel orders for
existing products due to a slowdown in demand or in anticipation of a new product release, or if there is any delay
in development or introduction of our new products or enhancements of our products, our business, financial
condition, results of operations, and cash flows could be adversely affected.
Our products are difficult to manufacture. Our production could be disrupted and our results of operations and
cash flows could suffer if our production yields are low as a result of manufacturing difficulties.
We manufacture many of our wafers and products in our own production facilities. Difficulties in the production
process, such as contamination, raw material quality issues, human error, or equipment failure, could cause a
substantial percentage of wafers and devices to be nonfunctional. These problems may be difficult to detect at an
early stage of the manufacturing process and often are time-consuming and expensive to correct. Lower-than-
expected production yields may delay shipments or result in unexpected levels of warranty claims, either of which
could adversely affect our results of operations and cash flows. We have experienced difficulties in achieving planned
yields in the past, particularly in pre-production and upon initial commencement of full production volumes, which
have adversely affected our gross margins. Because the majority of our manufacturing costs are fixed, achieving
planned production yields is critical to our results of operations and cash flows. Changes in manufacturing processes
required as a result of changes in product specifications, changing customer needs and the introduction of new
product lines could significantly reduce our manufacturing yields, resulting in low or negative margins on those
products. In addition, transitioning to automation in certain manufacturing processes could result in manufacturing
delays or significantly reduce our manufacturing yields.
Manufacturing yields depend on a number of factors, including the stability and manufacturability of the product
design, manufacturing improvements gained over cumulative production volumes, the quality and consistency of
component parts and the nature and extent of customization requirements by customers. Higher volume demand for
more mature designs requiring less customization generally results in higher manufacturing yields than products with
20
lower volumes, less mature designs and requiring extensive customization. Capacity constraints, raw materials
shortages, logistics issues, the introduction of new product lines and changes in our customer requirements,
manufacturing facilities or processes or those of our third-party contract manufacturers and component suppliers have
historically caused, and may in the future cause, significantly reduced manufacturing yields, negatively impacting the
gross margins on, and our production capacity for, those products. Our ability to maintain sufficient manufacturing
yields is particularly important with respect to certain products we manufacture, as a result of the long manufacturing
process. Moreover, an increase in the rejection and rework rate of products during the quality control process before,
during or after manufacture would result
in lower yields, gross margins and production capacity. Finally,
manufacturing yields and margins can also be lower if we receive and inadvertently use defective or contaminated
materials from our suppliers.
Also, we have substantial risk of interruption in manufacturing resulting from fire, natural disaster, equipment
failures, or similar events, because we manufacture most of our products using a few facilities, and do not have
back-up facilities available for manufacturing these products. We could also incur significant costs to repair and/or
replace products that are defective and in some cases costly product redesigns and/or rework may be required to
correct a defect. Additionally, any defect could adversely affect our reputation and result in the loss of future orders.
Some of the capital equipment used in the manufacture of our products have been developed and made
specifically for us, is not readily available from multiple vendors, and would be difficult to repair or replace if it were
to become damaged or stop working. If any of these suppliers were to experience financial difficulties or go out of
business, or if there were any damage to, or a breakdown of our manufacturing equipment at a time when we are
manufacturing commercial quantities of our products, our business, financial condition, results of operations, and
cash flows could be adversely affected.
It could be discovered that our products contain defects that may cause us to incur significant costs, divert
management’s attention, result in a loss of customers, and result in product liability claims.
Our products are complex and undergo quality testing and formal qualification by our customers and us.
However, defects may occur from time to time. Our customers’ testing procedures involve evaluating our products
under likely and foreseeable failure scenarios and over varying amounts of time. For various reasons, such as the
occurrence of performance problems that are unforeseeable in testing or that are detected only when products age or
are operated under peak stress conditions, our products may fail to perform as expected long after customer
acceptance. Failures could result from faulty components or design, problems in manufacturing, or other unforeseen
reasons. For the majority of our products, we provide a product warranty of one year or less from date of shipment.
For select customers, we provide extended warranties beyond our normal product warranty period for specified
failures on a case-by-case basis. As a result, we could incur significant costs to repair or replace defective products
under warranty, particularly when such failures occur in installed systems. We have experienced failures in the past
and will continue to face this risk going forward, as our products are widely deployed throughout the world in
multiple demanding environments and applications. In addition, we may in certain circumstances honor warranty
claims after the warranty has expired or for problems not covered by warranty in order to maintain customer
relationships. Any significant product failure could result in product recalls, product liability claims, lost future sales
of the affected product and other products, as well as customer relations problems, litigation, and damage to our
reputation.
In addition, our products are typically embedded in, or deployed in conjunction with, our customers’ products,
which incorporate a variety of components, modules and subsystems and may be expected to interpolate with
modules and subsystems produced by third parties. As a result, not all defects are immediately detectable and when
problems occur, it may be difficult to identify the source of the problem. These problems may cause us to incur
significant damages or warranty and repair costs, divert the attention of our engineering personnel from our product
development efforts, and cause significant customer relations problems or loss of customers, all of which would harm
our business. The occurrence of any defects in our products could also give rise to liability for damages caused by
such defects. Although we carry product liability insurance to mitigate this risk, insurance may not adequately cover
costs that may arise from defects in our products or otherwise, nor will it protect us from reputational harm that may
result from such defects. Costs incurred in connection with product recalls or warranty or product liability claims may
adversely affect our business, financial condition, results of operations, and cash flows.
21
Our products are complex and may take longer to develop and qualify than anticipated and we face lengthy sales
and qualification cycles for our new products and, in many cases, must invest a substantial amount of time and
money before we receive orders.
We are constantly developing new products and using new technologies in these products. These products often
take substantial time to develop because of their complexity, rigorous testing and qualification requirements and
because customer and market requirements can change during the product development or qualification process.
Most of our products are tested by current and potential customers to determine whether they meet customer or
industry specifications. The length of the qualification process, which can span a year or more, varies substantially
by product and customer and, thus, can cause our results of operations and cash flows to be unpredictable. During
a given qualification period, we invest significant resources and allocate substantial production capacity to
manufacture these new products prior to any commitment to purchase by customers. In addition, it is difficult to
obtain new customers during the qualification period as customers are reluctant to expend the resources necessary
to qualify a new supplier if they have one or more existing qualified sources. If we are unable to meet applicable
specifications or do not receive sufficient orders to profitably use our allocated production capacity, our business,
financial condition, results of operations, and cash flows may be adversely affected.
Our historical and future budgets for operating expenses, capital expenditures, operating leases, and service
contracts are based upon our assumptions as to the future market acceptance of our products. Because of the lengthy
lead times required for product development and the changes in technology that typically occur while a product is
being developed, it is difficult to accurately estimate customer demand for any given product. If our products do not
achieve an adequate level of customer demand, our business, financial condition, results of operations, and cash flows
may be adversely affected.
Shifts in industry-wide demands and inventories could result in significant inventory write-downs.
The life cycles of some of our products depend heavily upon the life cycles of the end products into which our
products are designed. Products with short life cycles require us to manage production and inventory levels closely.
We evaluate our ending inventories on a quarterly basis for excess quantities, impairment of value, and obsolescence.
This evaluation includes analysis of sales levels by product and projections of future demand based upon input
received from our customers, sales team, and management. If inventories on hand are in excess of demand, or if they
are generally greater than 12-months old, appropriate write-downs may be recorded. In addition, we write off
inventories that are considered obsolete based upon changes in customer demand, manufacturing process changes
that result in existing inventory obsolescence, or new product introductions, which eliminate demand for existing
products. Remaining inventory balances are adjusted to approximate the lower of our manufacturing cost or market
value.
If future demand or market conditions are less favorable than our estimates, inventory write-downs may be
required. We cannot be certain that obsolete or excess inventories, which may result from unanticipated changes in
the estimated total demand for our products and/or the estimated life cycles of the end products into which our
products are designed, will not affect us beyond the inventory charges that we have already taken.
The types of sales contracts we use in the markets we serve subject us to unique risks in each of those markets.
We generally do not have long-term supply contracts with our customers, we typically sell our products pursuant
to purchase orders with short lead times, and even where we do have supply contracts, our customers are not
obligated to purchase any minimum amount of our products. As a result, our customers could stop purchasing our
products at any time, and we must fulfill orders in a timely manner to keep our customers satisfied.
Risks associated with the absence of long-term purchase commitments with our customers include the
following:
•
•
•
our customers can stop purchasing our products at any time without penalty;
our customers may purchase products from our competitors; and
our customers are not required to make minimum purchases.
These risks are increased by the fact that our customers in this market are large sophisticated companies which
have considerable purchasing power and control over their suppliers. If we are unable to fulfill these orders in a
timely manner, it is likely that we will lose sales and customers.
22
Fixed-price development work inherently has more uncertainty than production contracts and, therefore, entails
more variability in estimates of the cost to complete the work. Many of these development programs have very
complex designs. As technical or quality issues arise, we may experience schedule delays and adverse cost impacts,
which could increase our estimated cost to perform the work, either of which could adversely affect our results of
operations. Some fixed-price development contracts include initial production units in their scope of work. Successful
performance of these contracts depends on our ability to meet production specifications and delivery rates. If we are
unable to perform and deliver to contract requirements, our contract price could be reduced through the incorporation
of liquidated damages, termination of the contract for default, or other financially significant consequences.
Management uses its best judgment to estimate the cost to perform the work and the price we will eventually be paid
on fixed-price development programs. While we believe the cost and price estimates incorporated in the financial
statements are appropriate, future events could result in either favorable or unfavorable adjustments to those
estimates.
If we fail to remediate deficiencies in our current system of internal controls, we may not be able to accurately
report our financial results or prevent fraud. As a result, our business could be harmed and current and potential
investors could lose confidence in our financial reporting, which could have an adverse effect on the trading price
of our equity securities.
We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002.
These provisions provide for the identification of material weaknesses or other lesser deficiencies in internal control
over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial
reporting for external purposes in accordance with accounting principles generally accepted in the United States of
America (‘‘U.S. GAAP’’). If we cannot provide reliable and timely financial reports, our brand, operating results, and
the market value of our equity securities could be harmed. We have in the past discovered, and may in the future
discover, areas of our internal controls that need improvement.
We have devoted significant resources to remediate and improve our internal controls. We have also been
monitoring the effectiveness of these remediated measures. We cannot be certain that these measures will ensure
adequate controls over our financial processes and reporting in the future. Any failure to implement required new or
improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us
to fail to meet our reporting obligations.
Inadequate internal controls could also cause investors to lose confidence in our reported financial information,
which could have an adverse effect on the trading price of our equity securities. Further, the impact of these events
could also make it more difficult for us to attract and retain qualified persons to serve on our Board of Directors
(the ‘‘Board’’) or as executive officers, which could harm our business.
We could be required to record an impairment charge as a result of changes to assumptions used in our
impairment testing.
We have substantial long-lived assets recorded on our balance sheet. As of September 30, 2017, we had
$16.6 million of property and equipment, net, on our consolidated balance sheet. If we make changes in our business
strategy or if market or other conditions adversely affect our business operations, we may be forced to record an
impairment charge related to these assets, which would adversely impact our results of operations. Impairment
assessment inherently involves judgment as to assumptions about expected future cash flows and the impact of
market conditions on those assumptions. Future events and changes in market conditions, underlying business
operations, competition or technologies may impact our assumptions as to prices, costs, holding periods, or other
factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions we used
in testing for impairment are reasonable, we will continue to evaluate the recoverability of the carrying amount of
our property, plant and equipment on an ongoing basis, and significant changes in any one of our assumptions could
produce a significantly different result. In such a circumstance, we may incur substantial impairment charges, which
would adversely affect our financial results. In any period where our stock price, as determined by our market
capitalization, is less than our book value, this too could indicate a potential impairment and we may be required to
record an impairment charge in that period.
23
Changes in accounting standards issued by the Financial Accounting Standards Board (‘‘FASB’’) could have a
material effect on our balance sheet, revenue and result of operations, and could require a significant expenditure
of time, attention and resources, especially by senior management.
Our accounting and financial reporting policies conform to U.S. GAAP, which are periodically revised and/or
expanded. The application of accounting principles is also subject to varying interpretations over time. Accordingly,
we are required to adopt new or revised accounting standards or comply with revised interpretations that are issued
from time to time by various parties, including accounting standard setters and those who interpret the standards, such
as the FASB and the SEC and our independent registered public accounting firm. Such new financial accounting
standards may result in significant changes that could adversely affect our financial condition and results of
operations.
In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) 2014-09, Revenue from Contracts with
Customers, which supersedes nearly all existing U.S. GAAP regarding revenue recognition. In February 2016, the
FASB issued ASU 2016-02, Leases, which requires all operating leases with lease terms longer than twelve months
be recorded as lease assets and lease liabilities on our consolidated balance sheets. Implementing changes required
by new standards, requirements or laws likely will require a significant expenditure of time, attention and resources.
It is impossible to completely predict the impact, if any, on us of future changes to accounting standards and financial
reporting and corporate governance requirements.
Refer to Note 1 - Description of Business and Note 2 - Summary of Significant Accounting Policies of the Notes
to the Consolidated Financial Statements for further discussion of these new accounting standards, including the
implementation status and potential impact to our consolidated financial statements.
We have significant international sales, which expose us to additional risks and uncertainties.
For the fiscal years ended September 30, 2017, 2016 and 2015, sales to customers located outside the U.S.
accounted for approximately 20%, 28% and 32%, respectively, of our annual consolidated revenue, with revenue
assigned to geographic regions based on our customers’ billing address. Sales to customers in Asia represent the
majority of our international sales. We believe that international sales will continue to account for a significant
percentage of our revenue as we seek international expansion opportunities. Our international sales and operations
are subject to a number of material risks, including, but not limited to:
•
•
•
•
•
•
•
•
•
political and economic instability or changes in U.S. government policy with respect to these foreign
countries may inhibit export of our products and limit potential customers’ access to U.S. dollars in a
country or region in which those potential customers are located;
we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts
receivable in a timely manner and we may be forced to write off these receivables;
tariffs and other barriers may make our products less cost competitive;
the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property
or may be burdensome to comply with;
potentially adverse tax consequences to our customers may damage our cost competitiveness;
customs, import/export, and other regulations of the countries in which we do business may adversely
affect our business;
different technical standards or requirements, such as country or region-specific requirements to eliminate
the use of lead;
currency fluctuations may make our products less cost competitive, affecting overseas demand for our
products or otherwise adversely affecting our business; and
language and other cultural barriers may require us to expend additional resources competing in foreign
markets or hinder our ability to effectively compete.
Negative developments in one or more countries or regions in which we operate or sell our products could result
in a reduction in demand for our products, the cancellation or delay of orders already placed, difficulties in producing
and delivering our products, threats to our intellectual property, difficulty in collecting receivables, or a higher cost
of doing business, any of which could negatively impact our business, financial condition, cash flows and results of
24
operations. In addition, we may be exposed to legal risks under the laws of the countries outside the U.S. in which
we do business, as well as the laws of the U.S. governing our business activities in those other countries, such as the
U. S. Foreign Corrupt Practices Act (‘‘FCPA’’).
Our failure to successfully manage the transition of certain of our manufacturing operations from our Langfang
facility to our new Beijing location could harm our business, financial condition, results of operations and cash
flows.
In February 2016, we leased a new manufacturing facility near Beijing, China. We have relocated the
manufacture of our existing product lines and sub-assemblies previously manufactured at our Langfang facility to our
Beijing facility and have closed our Langfang facility. This transition has and may continue to cause us to incur costs
associated with some duplication of facilities, equipment and personnel, the amount of which could vary materially
from our projections, and require us to install and/or transplant complex manufacturing equipment and processes and
to hire and train a new workforce. In addition, we are subject to the requirements of a different regional government
than we were subject to at our Langfang facility, which creates additional uncertainty. If we are unable to manage
this transfer and training smoothly and comprehensively, or if we are unable to complete the re-qualification of
products in a timely manner, we could suffer delays in recognizing efficiencies, manufacturing and supply chain
delays, adverse impacts on our product quality and delivery schedules, harm to our reputation with our customers,
and loss of customers. If we are unable to successfully manage the relocation or initiation of the manufacture of these
products, our business, financial condition, results of operations and cash flows could be harmed.
We could be subject to legal and regulatory consequences if we fail to comply with applicable export control laws
and regulations.
Exports of certain of our products are subject to export controls imposed by the U.S. government and
administered by the United States Departments of State and Commerce. In certain instances, these regulations may
require pre-shipment authorization from the administering department. For products subject
to the Export
Administration Regulations, or EAR, administered by the Department of Commerce’s Bureau of Industry and
Security, the requirement for a license is dependent on the type and end use of the product, the final destination, the
identity of the end user and whether a license exception might apply. Virtually all exports of products subject to the
International Traffic in Arms Regulations, or ITAR, administered by the Department of State’s Directorate of Defense
Trade Controls, require a license.
Obtaining necessary export licenses can be difficult and time-consuming. Failure to obtain necessary export
licenses could significantly reduce our revenue and adversely affect our business, financial condition, results of
operations and cash flows. We could be subject to investigation and potential regulatory consequences, including, but
not limited to, a no-action letter, monetary penalties, debarment from government contracting or denial of export
privileges and criminal sanctions, any of which would adversely affect our business, financial condition, results of
operations and cash flows. Compliance with U.S. government regulations may also subject us to significant fees and
expenses, including legal expenses, and require us to expend significant time and resources. Finally, the absence of
comparable restrictions on competitors in other countries may adversely affect our competitive position.
For a portion of our business, we are subject to extensive government regulation, and our failure to comply with
applicable regulations could subject us to penalties that may restrict our ability to conduct our business.
As a contractor to the U.S. government, we are subject to and must comply with various government regulations
that impact our revenue, operating costs, profit margins and the internal organization and operation of our business.
The most significant regulations and regulatory authorities affecting the portion of our business related to U.S.
government contracts include the following:
•
•
•
the Federal Acquisition Regulations, Defense Federal Acquisition Regulation Supplement and other
supplemental agency regulations, which comprehensively regulate the formation and administration of, and
performance under, U.S. government contracts;
the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data
in connection with contract negotiations;
the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis
of false facts provided to the government and on the basis of false statements made to the government,
respectively; and
25
•
the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a
foreign official to help obtain, retain or direct business, or obtain any unfair advantage.
Our failure to comply with applicable regulations, rules and approvals or misconduct by any of our employees
could result in the imposition of fines and penalties, the loss of our government contracts or our suspension or
debarment from contracting with the U.S. government generally, any of which could harm our business, financial
condition, results of operations and cash flows. We are also subject to certain regulations of comparable government
agencies in other countries, and our failure to comply with these non-U.S. regulations could also harm our business,
financial condition, results of operations and cash flows.
Our business related to government contracts subjects us to additional risks.
We believe that the growth of our navigation business for the foreseeable future will depend to a certain degree
on our ability to win government contracts and subcontracts, in particular from the Department of Defense. Many of
our government customers are subject to budgetary constraints and our continued performance under these contracts
or subcontracts, or award of additional contracts or subcontracts from these agencies, could be jeopardized by
spending reductions, including constraints on government spending imposed by the Budget Control Act of 2011 and
its subsequent amendments, or budget cutbacks at these agencies. The funding of U.S. government programs is
uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on
an annual budgeting process. We cannot be certain that current levels of congressional funding for our products and
services will continue and that our business related to these products will not decline or increase at currently
anticipated levels, or that we will not be subject to delays in the negotiation of contracts or increased costs due to
changes in the funding of U.S. government programs. A significant decline in government expenditures generally, or
with respect to programs for which we provide products, could adversely affect our business and prospects.
In addition, our business could be adversely affected by a negative audit or investigation by the U.S.
government. U.S. government agencies, primarily the Defense Contract Audit Agency and the Defense Contract
Management Agency, routinely audit and investigate government contractors. These agencies review a contractor’s
performance under its contracts, cost structure and compliance with applicable laws, regulations and standards. These
agencies also may review the adequacy of, and a contractor’s compliance with, its internal control systems and
policies,
including the contractor’s purchasing, quality, accounting, property, estimating, compensation and
management information systems. Any costs found to be improperly allocated to a specific cost reimbursement
contract will not be reimbursed, while such costs already reimbursed must be refunded. If an audit or investigation
of our business were to uncover improper or illegal activities, then we could be subject to civil and criminal penalties
and administrative sanctions, including termination of contracts, suspension of payments, fines and suspension or
debarment from doing business with the U.S. government. We could experience serious harm to our reputation if
allegations of impropriety or illegal acts were made against us, even if the allegations were inaccurate. In addition,
responding to governmental audits or investigations may involve significant expense and divert management
attention. Moreover, if any of our administrative processes and business systems are found not to comply with the
applicable requirements, we may be subjected to increased government scrutiny or required to obtain additional
governmental approvals that could delay or otherwise adversely affect our ability to compete for or perform contracts.
If any of the foregoing were to occur, our business, financial condition, operating results and cash flows may be
adversely affected.
Our failure to obtain or maintain the right to use certain intellectual property may adversely affect our business,
financial condition, results of operations, and cash flows.
Our industries are characterized by frequent litigation regarding patent and other intellectual property rights.
From time to time we have received, and may receive in the future, notice of claims of infringement of other parties’
proprietary rights and licensing offers to commercialize third party patent rights. Numerous patents in our industry
are held by others, including our competitors and certain academic institutions. Our competitors may seek to gain a
competitive advantage or other third parties may seek an economic return on their intellectual property portfolios by
making infringement claims against us. We cannot be certain that:
•
infringement claims (or claims for indemnification resulting from infringement claims) will not be asserted
against us or that such claims will not be successful;
26
•
•
•
future assertions will not result in an injunction against the sale of infringing products, which could require
us to cease the manufacture, use or sale of the infringing products, processes or technology and expend
significant resources to develop non-infringing technology, adversely affecting our business, results of
operations, and cash flows;
any patent owned or licensed by us will not be invalidated, circumvented, or challenged; or
we will not be required to obtain licenses or pay substantial damages for past, present and future use of the
infringing technology, the expense of which may adversely affect our results of operations, and cash flows.
In addition, effective copyright and trade secret protection may be unavailable or limited in certain foreign
jurisdictions. Litigation, which could result in substantial cost and diversion of our resources, may be necessary to
defend our rights or defend us against claimed infringement of the rights of others. In certain circumstances, our
intellectual property rights associated with government contracts may be limited.
If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights,
our business and results of operations could be materially harmed.
Our success depends to a significant degree on our ability to protect our intellectual property and other
proprietary rights. We rely on a combination of patent, trademark, trade secret and unfair competition laws, as well
as license agreements and other contractual provisions, to establish and protect our intellectual property and other
proprietary rights. We have applied for patent registrations in the United States and selected international
jurisdictions, most of which have been issued. We cannot guarantee that our pending applications will be approved
by the applicable governmental authorities. Moreover, our existing and future patents and trademarks may not be
sufficiently broad to protect our proprietary rights or may be held invalid or unenforceable in court. Failure to obtain
patent registrations or a successful challenge to our registrations in the United States or other foreign countries may
limit our ability to protect the intellectual property rights that these applications and registrations are intended to
cover.
We also attempt to protect our intellectual property, including our trade secrets and know-how, through the use
of trade secret and other intellectual property laws, and contractual provisions. We enter into confidentiality and
invention assignment agreements with our employees and independent consultants. We also use non-disclosure
agreements with other third parties who may have access to our proprietary technologies and information. Such
measures, however, provide only limited protection, and we cannot be certain that our confidentiality and
non-disclosure agreements will not be breached, especially after our employees or those of our third-party contract
manufacturers end their employment or engagement, and that our trade secrets will not otherwise become known by
competitors or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary
information. Unauthorized third parties may try to copy or reverse engineer our products or portions of our products,
otherwise obtain and use our intellectual property, or may independently develop similar or equivalent trade secrets
or know-how. If we fail to protect our intellectual property and other proprietary rights, or if such intellectual property
and proprietary rights are infringed or misappropriated, we could lose our competitive advantage and our business,
results of operations, financial condition and cash flows could be materially harmed.
Policing unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken
will prevent the misappropriation, unauthorized use, or other infringement of our intellectual property rights. Further,
we may not be able to effectively protect our intellectual property rights from misappropriation or other infringement
in foreign countries where we have not applied for patent protections, and where effective patent, trademark, trade
secret, and other intellectual property laws may be unavailable, or may not protect our proprietary rights as fully as
U.S. law.
In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating
our intellectual property or from otherwise gaining access to our technology. Protecting and enforcing our intellectual
property rights and determining their validity and scope could result in significant litigation costs and require
significant time and attention from our technical and management personnel, which could significantly harm our
business. The availability of financial resources may limit our ability to commence or defend such litigation. In
addition, we may not prevail in such proceedings. An adverse outcome of such proceedings may reduce our
competitive advantage or otherwise harm our business, financial condition, results of operations and cash flows.
27
We may be obligated to indemnify our customers and vendors for claims that our intellectual property infringes
the rights of others, which may result in substantial expenses to us.
We may be required to indemnify our customers or vendors for intellectual property claims made against them
for products incorporating our technology. As such, claims against our customers and vendors may require us to incur
substantial expenses, such as legal expenses, damages for past infringement or royalties for future use. Future
indemnity claims could adversely affect our business relationships and result in substantial costs to us.
We face certain litigation risks that could harm our business.
We are and may become subject to various legal proceedings and claims that arise in or outside the ordinary
course of business. The results of complex legal proceedings are difficult to predict. Moreover, many of the
complaints filed against us do not specify the amount of damages that plaintiffs seek, and we therefore are unable
to estimate the possible range of damages that might be incurred should these lawsuits be resolved against us.
However, certain of these lawsuits assert types of claims that, if resolved against us, could give rise to substantial
damages. Thus, an unfavorable outcome or settlement of one or more of these lawsuits may have an adverse effect
on our business, financial condition, results of operations and cash flows. Even if these lawsuits are not resolved
against us, the uncertainty and expense associated with unresolved lawsuits could seriously harm our business,
financial condition, and reputation. Litigation is costly, time-consuming and disruptive to normal business operations.
The costs of defending these lawsuits, particularly the securities class actions and shareholder derivative actions, have
been significant, will continue to be costly, and may not be covered by our insurance policies. The defense of these
lawsuits could also result in continued diversion of our management’s time and attention away from business
operations, which could harm our business. For additional discussion regarding litigation in which we are involved,
see Note 13 - Commitments and Contingencies in the notes to our consolidated financial statements.
The costs of compliance with state, federal and international legal and regulatory requirements, such as
environmental, labor, trade and tax regulations, and customers’ standards of corporate citizenship could cause an
increase in our operating costs.
We are subject to environmental and health and safety laws and regulations and must obtain certain permits and
licenses relating to the use of hazardous materials in our production activities. If our control systems are unsuccessful
in preventing a release of these materials into the environment or other adverse environmental conditions or human
exposure occurs, we could experience interruptions in our operations and incur substantial remediation and other
costs or liabilities. In addition, certain foreign laws and regulations place restrictions on the concentration of certain
hazardous materials, including, but not limited to, lead, mercury, and cadmium, in our products. Failure to comply
with such laws and regulations could subject us to future liabilities or result in the limitation or suspension of the sale
or production of our products. These regulations include the European Union’s (EU) Restrictions on Hazardous
Substances and Directive on Waste Electrical and Electronic Equipment. Failure to comply with environmental and
health and safety laws and regulations may limit our ability to export products to the EU and could adversely affect
our business, financial condition, results of operations, and cash flows. In addition, the Department of Homeland
Security has commenced a program to evaluate the security of certain chemicals which may be of interest to terrorists,
including chemicals utilized by us. This evaluation may lead to regulations or restrictions affecting our ability to
utilize these chemicals or the costs of doing so.
In connection with our compliance with such environmental laws and regulations, as well as our compliance
with industry environmental initiatives, the standards of business conduct required by some of our customers, and our
commitment to sound corporate citizenship in all aspects of our business, we could incur substantial compliance and
operating costs and be subject to disruptions to our operations. In addition, in the last few years, there has been
increased media scrutiny and associated reports focusing on a potential link between working in semiconductor
manufacturing clean room environments and certain illnesses, primarily different types of cancers. Regulatory
agencies and industry associations have begun to study the issue to see if any actual correlation exists. Because we
utilize clean rooms, we may become subject to liability claims. These reports may also affect our ability to recruit
and retain employees. If we were found to be in violation of environmental and safety regulations laws or
noncompliance with industry initiatives or standards of conduct, we could be subject to government fines or liabilities
owed to our customers, which could have an adverse effect on our business, financial condition, results of operations,
and cash flows.
In addition, climate change is a significant topic of discussion and potential regulatory activity and has generated
and may continue to generate federal or other regulatory responses in the near future. If we or our component
28
suppliers fail to timely comply with applicable legislation, our customers may refuse to purchase our products or we
may face increased operating costs as a result of taxes, fines or penalties, which may have an adverse effect on our
business, financial condition, results of operations and cash flows.
In connection with our compliance with such environmental laws and regulations, as well as our compliance
with industry environmental initiatives, the standards of business conduct required by some of our customers, and our
commitment to sound corporate citizenship in all aspects of our business, we could incur substantial compliance and
operating costs and be subject to disruptions to our operations and logistics. In addition, if we were found to be in
violation of these laws or noncompliant with these initiatives or standards of conduct, we could be subject to
governmental fines, liability to our customers and damage to our reputation and corporate brand which could cause
our business, financial condition, results of operations and cash flows to suffer.
We are subject to anti-corruption laws in the jurisdictions in which we operate, including the FCPA. Our failure
to comply with these laws could result in penalties which could harm our reputation and have an adverse effect
on our business, results of operations and financial condition.
We are subject to the FCPA, which generally prohibits companies and their intermediaries from making
improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along
with various other anticorruption laws. Although we have implemented policies and procedures designed to ensure
that we, our employees and other intermediaries comply with the FCPA and other anticorruption laws to which we
are subject, we cannot be certain that such policies or procedures will work effectively all of the time or protect us
against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with
respect to our business or any businesses that we may acquire.
We have manufacturing operations in China and other jurisdictions, many of which pose elevated risks of
anti-corruption violations, and we export our products for sale internationally. This puts us in frequent contact with
persons who may be considered ‘‘foreign officials’’ under the FCPA, resulting in an elevated risk of potential
FCPA violations. If we are not in compliance with the FCPA and other laws governing the conduct of business with
government entities (including local laws), we may be subject to criminal and civil penalties and other remedial
measures, which could have an adverse impact on our business, financial condition, results of operations and cash
flows. Any investigation of any potential violations of the FCPA or other anticorruption laws by U.S. or foreign
authorities could harm our reputation and have an adverse impact on our business, financial condition, results of
operations and cash flows.
Compliance with regulations related to conflict minerals could increase costs and affect the manufacturing and
sale of our products.
Public companies are required to disclose the use of tin, tantalum, tungsten and gold (collectively, ‘‘conflict
minerals’’) mined from the Democratic Republic of the Congo and adjoining countries (the ‘‘covered countries’’) if
a conflict mineral(s) is necessary to the functionality of a product manufactured, or contracted to be manufactured,
by the company. We may determine, as part of our compliance efforts, that certain products or components we obtain
from our suppliers contain conflict minerals. If we are unable to conclude that all our products are free from conflict
minerals originating from covered countries, this could have a negative impact on our business, reputation and/or
results of operations. We may also encounter challenges to satisfy customers who require that our products be
certified as conflict free, which could place us at a competitive disadvantage if we are unable to substantiate such a
claim. Compliance with these rules could also affect the sourcing and availability of some of the minerals used in
the manufacture of products or components we obtain from our suppliers, including our ability to obtain products or
components in sufficient quantities and/or at competitive prices. Certain of our customers are requiring additional
information from us regarding the origin of our raw materials, and complying with these customer requirements may
cause us to incur additional costs, such as costs related to determining the origin of any minerals used in our products.
Our supply chain is complex and we may be unable to verify the origins for all metals used in our products.
A failure to attract and retain managerial, technical, and other key personnel could reduce our revenue and our
operational effectiveness.
Our future success depends, in part, on our ability to attract and retain certain key personnel, including scientific,
operational, financial, and managerial personnel. In addition, our technical personnel represent a significant asset and
serve as the source of our technological and product innovations. The competition for attracting and retaining key
employees (especially scientists, technical personnel, and senior managers and executives) is intense. Because of this
29
competition for skilled employees, we may be unable to retain our existing personnel or attract additional qualified
employees in the future to keep up with our business demands and changes, and our business, financial condition,
results of operations, and cash flows could be adversely affected. The risks involved in recruiting and retaining these
key personnel may be increased by our historical lack of profitability, the volatility of our stock price, and the
perceived effect of previously implemented reductions in force and other cost reduction efforts.
Our business and results of operations may continue to be negatively impacted by general economic and financial
market conditions and market conditions in the industries in which we operate, and such conditions may increase
the other risks that affect our business.
In recent years, the world’s financial markets have experienced significant turmoil, resulting in reductions in
available credit, increased costs of credit, extreme volatility in security prices, potential changes to existing credit
terms, and rating downgrades of investments. These conditions materially and adversely affected the market
conditions in the industries in which we operate and caused many of our customers to reduce their spending plans,
leading them to draw down their existing inventory and reduce orders for our products, which, in turn, had an adverse
impact on our revenues. We cannot predict the timing, strength or duration of any economic slowdown or subsequent
economic recovery, worldwide or within our industry. It is possible that economic conditions could result in further
setbacks, and that these customers, or others, could as a result significantly reduce their capital expenditures, draw
down their inventories, reduce production levels of existing products, defer introduction of new products or place
orders and accept delivery for products for which they do not pay us due to their economic difficulties or other
reasons. If any of these events occur, our business, financial condition, results of operations and cash flows may be
adversely affected.
Natural disasters or other catastrophic events could have an adverse effect on our business.
Natural disasters, such as hurricanes, earthquakes, fires, and floods, could adversely affect our operations and
financial performance. Such events could result in physical damage to one or more of our facilities, the temporary
closure of one or more of our facilities or those of our suppliers, a temporary lack of an adequate work force in a
market, a temporary or long-term disruption in the supply of products from some local and overseas suppliers, a
temporary disruption in the transport of goods from overseas, and delays in the delivery of goods. Public health
issues, whether occurring in the United States or abroad, could disrupt our operations, disrupt the operations of
suppliers or customers, or have an adverse impact on customer demand. As a result of any of these events, we may
be required to suspend operations in some or all of our locations, which could have an adverse effect on our business,
financial condition, results of operations, and cash flows. These events could also reduce demand for our products
or make it difficult or impossible to receive products from suppliers. Although we maintain business interruption
insurance and other insurance intended to cover some or all of these risks, such insurance may be inadequate, whether
because of coverage amount, policy limitations, the financial viability of the insurance companies issuing such
policies, or other reasons.
We are subject to risks associated with the availability and coverage of insurance.
For certain risks, we do not maintain insurance coverage because of cost or availability. Because we retain some
portion of our insurable risks, and in some cases self-insure completely, unforeseen or catastrophic losses in excess
of insured limits may have an adverse effect on our business, financial condition, results of operations and cash flows.
Our business and operations could be adversely impacted in the event of a failure or security breach of our
information technology infrastructure.
We rely upon the capacity, reliability, and security of our information technology hardware and software
infrastructure and our ability to expand and update this infrastructure in response to our changing needs. We are
constantly updating our information technology infrastructure. Although we have a disaster recovery plan, any failure
to manage, expand, and update our information technology infrastructure or any failure in the operation of this
infrastructure could harm our business.
Despite our implementation of security measures, our systems are vulnerable to damages from computer viruses,
computer denial-of-service attacks, worms, and other malicious software programs or other attacks, covert
introduction of malware to computers and networks, unauthorized access, including impersonation of unauthorized
users, efforts to discover and exploit any security vulnerabilities or securities weaknesses, and other similar
disruptions. Our business is also subject to break-ins, sabotage, and intentional acts of vandalism by third parties as
30
well as intentional and unintentional acts by employees or other insiders with access privileges. Any system failure,
accident, or security breach could result in disruptions to our operations. In addition, our technology infrastructure
and systems are vulnerable to damage or interruption from natural disasters, power loss and telecommunications
failures. Further, our products contain sophisticated hardware and operating system software and applications that
may contain security problems, security vulnerabilities, or defects in design or manufacture, including ‘‘bugs’’ and
other problems that could interfere with the intended operation of our products.To the extent that any disruption or
security breach results in a loss or damage to our technology infrastructure, systems or data, or inappropriate
disclosure of confidential information or sensitive or personal information, it could harm our relationships with
customers and other third parties and damage our brand and reputation and our business. In addition, we may be
required to incur significant costs to protect against damage caused by these disruptions or security breaches in the
future.
We may be subject to theft, loss, or misuse of personal data about our employees, customers, or other third parties,
which could increase our expenses, damage our reputation, or result in legal or regulatory proceedings.
The theft, loss, or misuse of personal data collected, used, stored, or transferred by us to run our business could
result in significantly increased security costs or costs related to defending legal claims. Global privacy legislation,
enforcement, and policy activity in this area are rapidly expanding and creating a complex compliance regulatory
environment. Costs to comply with and implement these privacy-related and data protection measures could be
significant. In addition, our even inadvertent failure to comply with federal, state, or international privacy-related or
data protection laws and regulations could result in proceedings against us by governmental entities or others or cause
us to incur penalties or other significant legal liability or change our business practices.
The market price for our common stock has experienced significant price and volume volatility and is likely to
continue to experience significant volatility in the future. This volatility may impair our ability to finance strategic
transactions with our stock and otherwise harm our business.
Our stock price has experienced significant price and volume volatility for the past several years, and our stock
price is likely to experience significant volatility in the future. The trading price of our common stock may be
influenced by factors beyond our control, such as the volatility of the financial markets, uncertainty surrounding
domestic and foreign economies, conditions and trends in the markets we serve, changes in the estimation of the
future size and growth rate of our markets, publication of research reports and recommendations by financial analysts
relating to our business, the business of our competitors or the industry in which we operate and compete, changes
in market valuation or earnings of our competitors, legislation or regulatory policies, practices, or actions, sales of
our common stock by our principal shareholders, and the trading volume of our common stock. The historical market
prices of our common stock may not be indicative of future market prices and we may be unable to sustain or increase
the value of our common stock. We have historically used equity incentive compensation as part of our overall
compensation arrangements. The effectiveness of equity incentive compensation in retaining key employees may be
adversely impacted by volatility in our stock price. Significant declines in our stock price may also interfere with our
ability, if needed, to raise additional funds through equity financing or to finance strategic transactions with our stock.
In addition, there may be increased risk of securities litigation following periods of fluctuations in our stock price.
Securities class action lawsuits are often brought against companies after periods of volatility in the market price of
their securities. These and other consequences of volatility in our stock price which could be exacerbated by
macroeconomic conditions that affect the market generally, or our industry in particular could have the effect of
diverting management’s attention and could materially harm our business.
We may not pay additional dividends on our common stock and, consequently, your only opportunity to achieve
a return on your investment may be an increase in the price of our common stock.
Although we paid a special dividend in 2016, we cannot guarantee that that we will pay additional dividends
in the future. In addition, the terms of our loan and security agreement with our financial institution restrict our ability
to pay dividends. Consequently, your only opportunity to achieve a return on any shares of our common stock may
be for you to sell your shares at a profit. There is no guarantee that the market price of our common stock will increase
or ever exceed the price that you paid for the shares.
We may undergo an ‘‘ownership change’’ within the meaning of Section 382 of the Code, which could affect our
ability to offset U.S. federal income tax against our net operating losses and certain of our tax credit carryovers.
Section 382 of the Internal Revenue Code, as amended (the ‘‘Code’’) contains rules that limit the ability of a
company that undergoes an ownership change to utilize its net operating losses and tax credits (the ‘‘Tax Benefits’’)
31
existing as of the date of such ownership change. Under the rules, such an ownership change is generally any change
in ownership of more than 50% of a company’s stock within a rolling three-year period. The rules generally operate
by focusing on changes in ownership among shareholders considered by the rules as owning, directly or indirectly,
5% or more of the stock of a company and any change in ownership arising from new issuances of stock by the
company.
If we were to undergo one or more ‘‘ownership changes’’ within the meaning of Section 382 of the Code, our
net operating losses and certain of our tax credits existing as of the date of each ownership change may be
unavailable, in whole or in part, to offset U.S. federal income tax resulting from our operations or any gains from
the disposition of any of our assets and/or business, which could result in increased U.S. federal income tax liability.
On September 17, 2014, our Board of Directors adopted a Tax Benefits Preservation Plan (the ‘‘Rights Plan’’)
to help preserve the value of our Tax Benefits by reducing the risk of limitation of our Tax Benefits. On September 26,
2017, the Company extended the final expiration date of the rights contained therein from October 3, 2017 to
October 3, 2018 (subject to earlier expiration as described in the Rights Plan). The Company expects to submit the
extension of the Rights Plan to shareholders for approval at the Company’s 2018 annual meeting of shareholders. The
Rights Plan is intended to reduce the likelihood that we will experience an ownership change by discouraging any
person or group from becoming a ‘‘5% shareholder’’ or increasing their ownership of our common stock if they are
already a ‘‘5% shareholder.’’ Although the Rights Plan is intended to reduce the likelihood of an ‘‘ownership change’’
that could adversely affect us, we cannot be certain that the Rights Plan will prevent all transfers of our common stock
that could result in such an ‘‘ownership change’’.
Certain provisions of New Jersey law and our governing documents may make a takeover of our Company
difficult even if such takeover could be beneficial to some of our shareholders.
Certain provisions of our organizational documents and New Jersey law could discourage potential acquisition
proposals, delay or prevent a change in control of the Company or limit the price that investors may be willing to
pay in the future for shares of our common stock. For example, our amended and restated certificate of incorporation
and amended and restated bylaws:
•
•
•
•
•
•
•
divide our Board of Directors into three classes, with directors elected to serve staggered three-year terms
and not subject to removal except for cause by the vote of the holders of at least 80% of our capital stock;
provide that a supermajority vote of our shareholders is required to amend some portions of our amended
and restated certificate of incorporation and amended and restated bylaws, including requiring approval by
the holders of 80% of our voting stock for certain business combinations unless these transactions meet
certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing
directors;
authorize the issuance of preferred stock that can be created and issued by our board of directors without
prior shareholder approval, commonly referred to as ‘‘blank check’’ preferred stock, with rights senior to
those of our common stock;
limit the persons who can call special shareholder meetings;
establish advance notice requirements to nominate persons for election to our board of directors or to
propose matters that can be acted on by shareholders at shareholder meetings;
do not provide for cumulative voting in the election of directors; and
provide for the filling of vacancies on our board of directors by action of 66 2/3% of the directors and not
by the shareholders.
These and other provisions in our organizational documents could allow our board of directors to affect the
rights of our shareholders in a number of ways, including making it difficult for shareholders to replace members of
the board of directors. Because our board of directors is responsible for approving the appointment of members of
our management team, these provisions could in turn affect any attempt to replace the current management team.
These provisions could also limit the price that investors would be willing to pay in the future for shares of our
common stock. We may in the future adopt other measures that may have the effect of delaying or discouraging an
unsolicited takeover, even if the takeover were at a premium price or favored by a majority of unaffiliated
shareholders. Certain of these measures may be adopted without any further vote or action by our shareholders and
this could depress the price of our common stock.
32
In addition, the Rights Plan could make it more difficult for a third party to acquire, or could discourage a third
party from acquiring, the Company or a large block of our common stock. A third party that acquires 5% or more
of our common stock could suffer substantial dilution of its ownership interest under the terms of the Rights Plan
through the issuance of common stock or common stock equivalents to all shareholders other than such acquiring
person.
We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our
shareholders.
We believe that our existing cash and cash equivalents, and cash flows from our operating activities and funds
available under our credit facilities, will be sufficient to meet our anticipated cash needs for at least the next
12 months. We operate in an industry, however, that makes our prospects difficult to evaluate. It is possible that we
may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future
capital needs. If this occurs, we may need additional financing to continue operations or execute on our current or
future business strategies, including to:
•
invest in our research and development efforts, including by hiring additional technical and other personnel;
• maintain and expand our operating or manufacturing infrastructure;
•
acquire complementary businesses, products, services or technologies; or
•
otherwise pursue our strategic plans and respond to competitive pressures.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage
ownership of our shareholders could be significantly diluted, and these newly-issued securities may have rights,
preferences or privileges senior to those of existing shareholders. We cannot be certain that additional financing will
be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable
terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop
or enhance our products, or otherwise respond to competitive pressures could be significantly limited. Furthermore,
in the event adequate capital is not available to us as required, or is not available on favorable terms, our business,
financial condition, results of operations, and cash flows may be adversely affected.
The risks above are not the only risks we face. If any of the events described in our risk factors actually occur,
or if additional risks and uncertainties not presently known to us or that we currently deem immaterial, materialize,
then our business, financial condition, results of operations, and cash flows could be materially affected.
***
33
ITEM 1B.
Unresolved Staff Comments
Not Applicable.
ITEM 2.
Properties
The following chart contains certain information regarding each of our principal facilities.
Location
Alhambra, California
Function
Corporate Headquarters
Manufacturing and research
and development facilities
Approximate
Square Footage
75,000
Term
(in calendar year)
Leases covering two of six buildings
expired in 2011; another lease covering four
of six buildings expires in 2020(1) and (2)
Langfang, China
Beijing, China
Ivyland, Pennsylvania Manufacturing and research
Manufacturing facility
Manufacturing facility
and development facility
52,000
23,200
9,000
Multiple leases, which expired in 2017
Lease expires in 2021(1)
Lease expires in 2019(1)
(1)
Leases have the option to be renewed by us at fixed terms.
(2) Certain facility leases in Alhambra, California which have expired are being maintained on a month-to-month basis.
ITEM 3.
Legal Proceedings
See the disclosures under the caption ‘‘Legal Proceedings’’ in Note 13- Commitments and Contingencies in the
notes to our consolidated financial statements for disclosures related to our legal proceedings, which disclosures are
incorporated herein by reference.
ITEM 4.
Mine Safety Disclosures
Not Applicable.
34
PART II. Other Information
ITEM 5.
Securities
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity
Our common stock is traded on the Nasdaq Global Market and is quoted under the symbol ‘‘EMKR’’. As of
November 30, 2017, we had approximately 90 shareholders of record. Many of our shares of common stock are held
by brokers and other institutions on behalf of shareholders, and we are unable to estimate the number of these
shareholders.
Price Range of Common Stock
The price ranges presented below represent the highest and lowest sales prices for our common stock on the
Nasdaq Global Market during each quarter over the two most recent fiscal years.
High and Low Sales Price Ranges of
EMCORE Corporation’s Common Stock
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2017 . . . . . . . . . . . . . . . . . . . . . . . .
$5.15 - $9.50
$8.15 - $10.50
$8.10 - $11.95
$8.20 - $12.20
Fiscal 2016 . . . . . . . . . . . . . . . . . . . . . . . .
$5.81 - $8.52
$4.96 - $6.15
$4.95 - $6.25
$4.90 - $6.71*
*
As described below, on July 29, 2016 we paid a special cash dividend of $1.50 per share of the Company’s common stock. The sales prices
for our common stock reflected the payment of this special dividend as of August 1, 2016, the ex-dividend date for the special dividend.
Dividend Policy
On July 5, 2016, we declared a special cash dividend of $1.50 per share of the Company’s common stock, or
a total of $39.2 million. The dividend was paid on July 29, 2016 to shareholders of record as of the close of business
on July 18, 2016. No other dividends have been declared during the two most recent fiscal years. Under the terms
of our credit facility with Wells Fargo Bank, N. A., we are restricted from paying dividends that result in the liquidity
of the Company being less than $25.0 million after paying the dividend if any amounts are outstanding under our
credit facility. The payment of dividends, if any, in the future is at the discretion of the Board of Directors.
Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable.
Performance Graph
The following table and graph compares the yearly percentage change in the cumulative total shareholders’
return on our common stock for the five-year period from October 1, 2012 through September 30, 2017 with the
cumulative total return on the Nasdaq Composite Index, Russell MicroCap Index Fund and the Nasdaq
Telecommunications Stock Index. The comparison assumes $100 was invested at the market close on September 30,
2012 in our common stock, the Nasdaq Composite Index, the Russell MicroCap Index Fund and the Nasdaq
Telecommunications Stock Index and that any dividends were reinvested. The stock price performance on the
following graph is not necessarily indicative of future stock price performance.
35
The following stock performance graph does not constitute soliciting material, and should not be deemed filed
or incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act, except to
the extent we specifically incorporate this stock performance graph by reference therein.
Data Table
EMCORE Corporation . . . . . . . . . . . . .
Nasdaq Composite . . . . . . . . . . . . . . . . . .
Russell MicroCap . . . . . . . . . . . . . . . . . . .
Nasdaq Telecommunications . . . . . . . . . .
2012
2013
$100.00
$100.00
$100.00
$100.00
$ 79.29
$123.38
$132.12
$128.52
As of September 30,
2015
2014
2016
2017
$100.71
$148.79
$135.80
$137.63
$120.35
$154.52
$138.04
$134.44
$130.56
$178.82
$156.63
$150.88
$187.82
$220.25
$191.61
$163.16
36
ITEM 6.
Selected Financial Data
In the tables below, we have provided you with consolidated financial data. We derived the statement of
operations data for the fiscal years ended September 30, 2017, 2016, and 2015 and the balance sheet data as of
September 30, 2017 and 2016 from our audited consolidated financial statements included in Financial Statements
and Supplementary Data under Item 8 within this Annual Report, after giving effect to the discontinued operations
of the Photovoltaics and Digital Products Businesses.
We derived the statement of operations data for the years ended September 30, 2014 and 2013 and the selected
balance sheet data as of September 30, 2015, 2014, and 2013 from audited consolidated financial statements that are
not included in this Annual Report after giving effect to the discontinued operations of the Photovoltaics and Digital
Products Businesses. You should read this financial data together with our Management’s Discussion and Analysis
of Financial Condition and Results of Operations under Item 7 and Financial Statements and Supplementary Data
under Item 8 within this Annual Report. Our historic results are not necessarily indicative of the results that may be
expected in the future.
Selected Financial Data
Statements of Operations Data
(in thousands, except loss per share)
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations. . . . .
Income from discontinued operations . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) per basic share
Continuing operations . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Net income per basic share . . . . . . . . . . . . . . . .
Net income (loss) per diluted share
Continuing operations . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . .
Net income per diluted share. . . . . . . . . . . . . . .
Balance Sheet Data
(in thousands)
2017
$122,895
42,534
7,741
8,221
14
8,235
$
$
$
$
0.31
—
0.31
0.30
—
0.30
For the Fiscal Years Ended September 30,
2015
2014
2016
$91,998
30,954
2,939
2,619
5,647
8,266
$
$
$
$
0.10
0.22
0.32
0.10
0.21
0.31
$81,685
28,691
(4,522)
(2,272)
65,372
63,100
$ (0.08)
2.18
$
2.10
$ (0.08)
2.18
$
2.10
$ 55,514
12,114
(20,331)
4,082
770
4,852
$
$
$
$
0.13
0.03
0.16
0.13
0.03
0.16
2013
$60,971
12,266
(8,945)
(5,554)
10,542
4,988
$ (0.21)
0.40
$ 0.19
$ (0.21)
0.40
$ 0.19
2017
2016
As of September 30,
2015
2014
2013
Cash, cash equivalents and restricted cash . . . .
Working capital . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term liabilities . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity . . . . . . . . . . . . . . . . . . . . . .
$ 68,754
103,042
144,084
1,667
120,774
$ 64,870
92,957
127,211
1,635
107,317
$112,260
127,994
160,907
1,774
135,442
$ 22,169
30,914
191,342
6,018
112,347
$ 16,919
37,196
173,714
9,434
101,179
Working capital, calculated as current assets minus current liabilities, is a financial metric we use that represents
available operating liquidity.
37
Significant Transactions
Significant transactions that affect the comparability of our operating results and financial condition include:
Fiscal 2017
Continuing Operations:
• We recorded a charge to impairments of approximately $0.5 million in the fiscal year ended September 30,
2017 in connection with the transition of our manufacturing operations in China to a new manufacturing
facility. See Note 9 - Property, Plant, and Equipment, net for additional information.
•
During the fiscal year ended September 30, 2017, the Company recorded charges of $2.0 million related
to various reductions in workforce primarily related to the outsourcing of our wafer fabrication lab and
operations assembly and the opening of our new manufacturing facility in China. See Note 10 - Accrued
Expenses and Other Current Liabilities for additional information.
Fiscal 2016
Continuing Operations:
•
•
•
•
On July 5, 2016, the Company declared a special cash dividend of $1.50 per share of the Company’s
common stock, or a total of $39.2 million. The dividend was paid on July 29, 2016 to shareholders of record
as of the close of business on July 18, 2016. See Note 14 - Equity for additional information.
On September 23, 2014, Sumitomo Electric Industries, Ltd. (‘‘SEI’’) filed for arbitration against EMCORE,
in accordance with the terms of the Master Purchase Agreement between the parties. SEI was seeking
$47.5 million from EMCORE, relating to numerous claims. On April 12, 2016, the International Court of
Arbitration tribunal rejected SEI’s claims. The panel ruled that EMCORE owed SEI none of the amounts
SEI sought in the arbitration and that the Company was entitled to collect the $1.9 million held in escrow,
which was received in June 2016 and was included in cash at September 30, 2016. The Company was also
entitled to recover $2.6 million in legal fees and costs from SEI, which was received in June 2016 and has
been recorded by EMCORE within operating income. See Note 13 - Commitments and Contingencies for
additional information.
In September 2016, the Company paid $2.9 million previously accrued related to a termination fee for
terminating a prior joint venture agreement. See Note 13 - Commitments and Contingencies for additional
information.
During fiscal year 2016, the Company paid $6.1 million for the purchase of long-term inventory as a result
of the vendor announcing it would cease manufacturing a part.
Discontinued Operations:
•
As a result of the SEI arbitration tribunal ruling above, during the fiscal year ended September 30, 2016,
we recognized a gain associated with the release of $3.4 million of previously deferred gain associated with
the sale of assets and reversal of other liabilities of $0.4 million, resulting in a credit of $3.8 million to
recognition of previously deferred gain on sale of assets within discontinued operations of the Digital
Products Business. See Note 5 - Discontinued Operations and Note 13 - Commitments and Contingencies
for additional information.
Fiscal 2015
Continuing Operations:
•
Common Stock Repurchase: In April 2015, EMCORE’s Board of Directors authorized the Company to
repurchase $45.0 million of shares of its common stock. On May 15, 2015, we announced the
commencement of a modified ‘‘Dutch auction’’ tender offer to purchase for cash shares of our common
stock (the ‘‘Tender Offer’’). On June 15, 2015, we completed the Tender Offer and purchased 6.9 million
shares of our common stock at a purchase price of $6.55 per share, for an aggregate cost of $45.0 million
excluding fees and expenses. Repurchased common stock was recorded to treasury stock. The Company
incurred costs of $0.7 million in connection with the Tender Offer, which were recorded to treasury stock.
38
•
Asset Retirement Obligations (‘‘AROs’’ or ‘‘ARO’’): As a result of the revision in the estimated amount
and timing of cash flows for AROs during the fiscal year ended September 30, 2015, the Company reduced
ARO liability by $2.9 million with an offsetting reduction to property, plant, and equipment, net of
$2.1 million, and recorded a gain from change in estimate on ARO obligation of $0.8 million. The
Company first reduced the net leasehold improvement asset to the extent of the carrying amount of the
related asset initially recorded when the ARO was established. The amount of the remaining reduction to
the ARO liability was recorded as a reduction to operating expenses. See Note 13 - Commitments and
Contingencies in the notes to the consolidated financial statements for additional information.
Discontinued Operations:
•
Photovoltaic and Digital Products Asset Sales: On December 10, 2014, we sold our Photovoltaics Business
to SolAero for $150.0 million in cash. On January 2, 2015, we sold our Digital Products Business to
NeoPhotonics for $17.0 million in cash and a notes receivable that was paid in April 2015. These Asset
Sales are reported as discontinued operations, which require retrospective restatement of prior periods to
classify the results of operations for the businesses sold as discontinued operations. No assets or liabilities
that were sold from either the Photovoltaic Business or Digital Products Business remain on the
consolidated balance sheet as of September 30, 2017, 2016 and 2015. See Note 5 - Discontinued Operations
in the notes to the consolidated financial statements for additional information.
Fiscal 2014
Continuing Operations:
• We recorded a net deferred tax valuation allowance release of $24.1 million as an income tax benefit during
fiscal year 2014. All of the $24.1 million in deferred tax assets were used in fiscal year 2015 when income
tax expense was recorded as a result of the sale of the Photovoltaics Business, thus no cash was received
for the deferred tax assets.
Fiscal 2013
Continuing Operations:
•
•
Stock Sales: During August 2012, we filed a shelf registration statement on Form S-3 with the SEC
pursuant to which we could, from time to time, sell up to an aggregate of $50.0 million of our common or
preferred stock, warrants or debt securities. On August 23, 2012, the registration statement was declared
effective by the SEC, which allowed us to access the capital markets for the three year period following
this effective date as long as we continued to meet the eligibility requirements for the use of Form S-3. On
October 3, 2012, we sold 1,832,410 shares of common stock for net proceeds of $9.5 million. In addition,
on September 18, 2013, we sold 2,875,000 shares of common stock for net proceeds of $11.7 million.
Impact from Thailand Flood: During the fiscal year ended September 30, 2013, we recorded flood-related
insurance proceeds of $7.8 million in the form of forgiveness of $0.2 million of outstanding capital lease
obligations, $1.0 million of outstanding payables and $6.6 million in the form of a receivable, which was
paid in cash. No additional flood-related insurance proceeds associated with this event are anticipated.
Discontinued Operations:
•
•
Impact from Thailand Flood: During the fiscal year ended September 30, 2013, we recorded flood-related
insurance proceeds of $11.2 million in the form of forgiveness of $5.4 million of outstanding capital lease
obligations, $4.2 million of outstanding payables and $1.6 million in the form of a receivable, which was
paid in cash. In addition, we capitalized $1.2 million of new manufacturing lines and recorded a
corresponding amount to capital lease obligation.
Joint Venture: In March 2013, we sold certain solar assets and our ownership interest in Emcore Solar
New Mexico to Suncore Photovoltaic Technology Co., Ltd. (‘‘Suncore’’) for $1.5 million. In June 2013,
we entered into an agreement to transfer our 40% registered ownership interest in Suncore to San’an
Optoelectronics Co., Ltd. (‘‘San’an’’) for a purchase price of $4.8 million. The carrying value of our
registered ownership interest in Suncore was $0 as of June 30, 2013. Upon completion of the share transfer,
the Company recognized $3.3 million of deferred revenue from Suncore as well as the resulting gain of
$4.8 million on our registered ownership interest which was recorded within discontinued operations.
39
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of our financial condition and results of operations in conjunction with
the financial statements and the notes thereto included in Financial Statements under Item 8 within this Annual
Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs.
Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary
Statement Regarding Forward-Looking Statements.
Business Overview
EMCORE Corporation together with its subsidiaries (referred to herein as the ‘‘Company,’’ ‘‘we,’’ ‘‘our,’’ or
‘‘EMCORE’’), was established in 1984 as a New Jersey corporation. The Company became publicly traded in
1997 and is listed on the Nasdaq Stock Exchange under the ticker symbol EMKR. EMCORE pioneered the linear
fiber optic transmission technology that enabled the world’s first delivery of Cable TV directly on fiber, and today
is a leading provider of advanced Mixed-Signal Optics products that enable communications systems and service
providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology
at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to
provide the aerospace and defense markets with state-of-the-art navigations systems technology. With both analog
and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often far
greater than traditional digital applications and requires a specialized expertise held by EMCORE which is unique
in the optics industry.
Sumitomo Electric Industries Ltd. (‘‘SEI’’)
In March 2012, we entered into a Master Purchase Agreement with SEI, pursuant to which we agreed to sell
certain assets and transfer certain obligations. Under the terms of the Master Purchase Agreement, we agreed to
indemnify SEI for up to $3.4 million of potential claims and expenses for the two-year period following the sale and
we recorded this amount as a deferred gain on our balance sheet as a result of these contingencies.
On September 23, 2014, SEI filed for arbitration against EMCORE, as required under the Master Purchase
Agreement between the parties. SEI was seeking $47.5 million from EMCORE, relating to numerous claims. On
April 12, 2016, the International Court of Arbitration tribunal rejected SEI’s claims. The panel ruled that EMCORE
owed SEI none of the amounts SEI sought in the arbitration and that the Company was entitled to collect the
$1.9 million held in escrow, which was received in June 2016 and was included in cash at September 30, 2016. The
Company was also entitled to recover $2.6 million in fees and costs from SEI, which was received in June 2016.
During the fiscal year ended September 30, 2016, we recognized a gain associated with the release of $3.4 million
of previously deferred gain associated with the sale of assets and reversal of other liabilities of $0.4 million, resulting
in a credit of $3.8 million to recognition of previously deferred gain on sale of assets within discontinued operations
of the Digital Products Business. During the fiscal year ended September 30, 2016, we recognized the $2.6 million
recovery of fees and costs incurred by EMCORE within operating income as such represented the recovery of
previously incurred legal expenses. See Note 5 - Discontinued Operations in the notes to the consolidated financial
statements for more information.
Sale of Photovoltaics and Digital Products Businesses
On September 17, 2014, EMCORE entered into an Asset Purchase Agreement (the ‘‘Photovoltaics Agreement’’)
with SolAero Technologies Corporation (‘‘SolAero’’) (formerly known as Photon Acquisition Corporation) under
which SolAero acquired substantially all of the assets, and assumed substantially all of the liabilities, primarily
related to or used in connection with the Company’s photovoltaics business, including EMCORE’s subsidiaries
EMCORE Solar Power, Inc. and EMCORE IRB Company, LLC (collectively, the ‘‘Photovoltaics Business’’ and, the
sale of the Photovoltaics Business, the ‘‘Photovoltaics Asset Sale’’) for $149.9 million in cash, after giving effect to
a $0.1 million working capital adjustment pursuant to the Photovoltaics Agreement finalized and paid by EMCORE
during the fiscal year ended September 30, 2015. On December 10, 2014, EMCORE completed the Photovoltaics
Asset Sale.
On October 22, 2014, EMCORE entered into an Asset Purchase Agreement (the ‘‘Digital Products Agreement’’)
with NeoPhotonics Corporation, a Delaware corporation (‘‘NeoPhotonics’’), under which the Company sold certain
assets, and transferred certain liabilities, of the Company’s telecommunications business (the ‘‘Digital Products
Business’’) to NeoPhotonics for an aggregate purchase price of $17.5 million, subject to certain adjustments.
40
On January 2, 2015, EMCORE completed the sale of the Digital Products Business for $1.5 million in cash and
a promissory note in the principal amount of $16.0 million (the ″Promissory Note″). On April 16, 2015, EMCORE
and NeoPhotonics entered into an agreement to adjust the purchase price for the Digital Products Business, resulting
in an adjusted balance of the Promissory Note of $15.5 million. On April 17, 2015, NeoPhotonics paid in full the
balance outstanding of the Promissory Note of $15.5 million, plus accrued interest of $0.2 million.
The Photovoltaics Asset Sale and Digital Products Asset Sale are reported as discontinued operations. See
Note 5 - Discontinued Operations in the notes to the consolidated financial statements for additional disclosures.
Strategic Plan
In addition to organic growth and development of our existing Fiber Optics business, we intend to pursue other
strategies to enhance shareholder value. The Strategy and Alternatives Committee of the Company’s Board of
Directors (the ‘‘Strategy and Alternatives Committee’’), which was established in December 2013, is charged with
overseeing the Company’s strategic plan and evaluating strategic opportunities and alternatives available to the
Company, including potential mergers, acquisitions, divestitures and other key strategic transactions outside the
ordinary course of the Company’s business. Accordingly, the Strategy and Alternatives Committee may from time to
time consider strategic opportunities to enhance shareholder value, which may include acquisitions, investments in
joint ventures, partnerships, and other strategic alternatives such as dispositions, reorganizations, recapitalizations or
other similar transactions, the repurchase of shares of our outstanding common stock or payment of dividends to our
shareholders, and may engage financial and other advisers to assist it in these efforts. Accordingly, the Strategy and
Alternatives Committee of the Board of Directors and our management may from time to time be engaged in
evaluating potential strategic opportunities and we may enter into definitive agreements with respect to such
transactions or other strategic alternatives. However, there is no assurance that the Strategy and Alternatives
Committee will identify further strategic opportunities that the Company will determine to pursue, or that the
consideration of any such opportunity would result in the completion of a strategic transaction.
Critical Accounting Policies
The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities, as of the date of the financial statements, and the reported amounts of revenue and expenses during
the reported period. The accounting estimates that require our most significant, difficult, and/or subjective judgments
include:
•
•
•
•
•
the valuation of inventory and stock-based compensation;
the useful lives of assets and assessment of recovery of long-lived assets;
asset retirement obligations and contingencies including litigation and indemnification;
the allowance for doubtful accounts and warranty accruals; and,
the valuation allowance for deferred tax assets.
We develop estimates based on historical experience and on various assumptions about the future that are
believed to be reasonable based on the best information available to us. Our reported financial position or results of
operations may be materially different under changed conditions or when using different estimates and assumptions,
particularly with respect to significant accounting policies. In the event that estimates or assumptions prove to differ
from actual results, adjustments are made in subsequent periods to reflect more current information. A listing and
description of our critical accounting policies includes the following:
Accounts Receivable
We regularly evaluate the collectability of our accounts receivable and maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to meet their financial obligations to us.
The allowance is based on the age of receivables and a specific identification of receivables considered at risk of
collection. We classify charges associated with the allowance for doubtful accounts as sales, general, and
administrative expense. If the financial condition of our customers were to deteriorate, impacting their ability to pay
us, additional allowances may be required. See Note 7 - Accounts Receivable in the notes to the consolidated
financial statements for additional information related to our receivables.
41
Inventory
Inventory is stated at the lower of cost or market (first-in, first-out). Inventory that is expected to be used within
the next 12 months is classified as current inventory. We write-down inventory once it has been determined that
conditions exist that may not allow the inventory to be sold for its intended purpose or the inventory is determined
to be excess or obsolete based on assumptions about future demand and market conditions. The charge related to
inventory write-downs is recorded as a cost of revenue. We evaluate inventory levels at least quarterly against sales
forecasts on a significant part-by-part basis, in addition to determining its overall inventory risk. We have incurred,
and may in the future incur charges to write-down our inventory. See Note 8 - Inventory in the notes to the
consolidated financial statements for additional information related to our inventory.
Valuation of Long-lived Assets
Long-lived assets consist primarily of property, plant, and equipment, net. Because most of our long-lived assets
are subject to amortization, we review these assets for impairment in accordance with the provisions of Accounting
Standards Codification (‘‘ASC’’) 360, Property, Plant, and Equipment. We review long-lived assets for impairment
whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Our
impairment testing of long-lived assets consists of determining whether the carrying amount of the long-lived asset
(asset group) is recoverable, in other words, whether the sum of the future undiscounted cash flows expected to result
from the use and eventual disposition of the asset (asset group) exceeds its carrying amount. The determination of
the existence of impairment involves judgments that are subjective in nature and may require the use of estimates in
forecasting future results and cash flows related to an asset or group of assets. In making this determination, we use
certain assumptions, including estimates of future cash flows expected to be generated by these assets, which are
based on additional assumptions such as asset utilization, the length of service that assets will be used in our
operations, and estimated salvage values. See Note 9 - Property, Plant, and Equipment, net in the notes to the
consolidated financial statements for additional disclosures related to our long-lived assets.
Income Taxes
In accordance with the authoritative guidance on accounting for income taxes, we recognize income taxes using
an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current
year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our
consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on
provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated.
The authoritative guidance provides for recognition of deferred tax assets if the realization of such deferred tax
assets is more likely than not to occur based on an evaluation of all available evidence, both positive and negative,
and the relative weight of the evidence. With the exception of the gains resulting from the completed Photovoltaics
Asset Sale, we have determined that at this time it is more likely than not that deferred tax assets attributable to all
other items will not be realized, primarily due to uncertainties related to our ability to utilize our net operating loss
carryforwards before they expire. Accordingly, we have established a valuation allowance for such deferred tax assets
which we do not expect to realize. If there is a change in our ability to realize our deferred tax assets for which a
valuation allowance has been established, then our tax valuation allowance may decrease in the period in which we
determine that realization is more likely than not. Likewise, if we determine that it is not more likely than not that
deferred tax assets will be realized, then a valuation allowance may be established for such deferred tax assets and
our tax provision may increase in the period in which we make the determination. See Note 12 - Income and other
Taxes in the notes to the consolidated financial statements for additional information related to our income taxes.
Revenue Recognition
Revenue is recognized upon shipment, provided persuasive evidence of a contract exists, the price is fixed, the
product meets our customer’s specifications, title and ownership have transferred to the customer, and there is
reasonable assurance of collection of the sales proceeds. The majority of our products have shipping terms that are
free on board or free carrier alongside (‘‘FCA’’) shipping point, which means that we fulfill our delivery obligation
when the goods are handed over to the freight carrier at our shipping dock. This means the customer typically bears
all costs and risks of loss or damage to the goods from that point. We account for shipping and related transportation
costs by recording the charges that are invoiced to customers as revenue, with the corresponding cost recorded as cost
of revenue. In those instances where inventory is maintained at a consigned location, revenue is recognized only
42
when our customer pulls product for use and after title and ownership has transferred to the customer. Any warranty
cost and remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue
is recognized.
Distributors. We use a number of distributors around the world and recognize revenue upon shipment of
product to these distributors. Title and risk of loss pass to the distributors upon shipment, and our distributors
are contractually obligated to pay us on standard commercial terms, just like our other direct customers. We do
not sell to our distributors on consignment and, except in the event of product discontinuance, do not give
distributors a right of return.
Contract Manufacturers. Prior to certain customers accepting product that is manufactured at one of our
contract manufacturers, these customers require that they first qualify the product and manufacturing processes
at our contract manufacturer. The customers’ qualification process determines whether the product manufactured
at our contract manufacturer achieves their quality, performance, and reliability standards. After a customer
completes the initial qualification process, we receive approval to ship qualified product to that customer. As part
of the manufacturing process at our contract manufacturers, the finished product is tested prior to shipment to
the customer using the same criteria that our customer uses to test product it receives. Revenue is recognized
upon shipment of customer-qualified product, provided persuasive evidence of a contract exists, the price is
fixed, the product meets our customer’s specifications, title and ownership have transferred to the customer, and
there is reasonable assurance of collection of the sales proceeds.
Product Warranty Reserves
We provide our customers with limited rights of return for non-conforming shipments and warranty claims for
certain products. Pursuant to ASC 450, Contingencies, we make estimates of product warranty expense using
historical experience rates as a percentage of revenue and accrue estimated warranty expense as a cost of revenue.
We estimate the costs of our warranty obligations based on historical experience of known product failure rates and
anticipated rates of warranty claims, use of materials to repair or replace defective products, and service delivery
costs incurred in correcting product issues. In addition, from time to time, specific warranty accruals may be made
if unforeseen technical problems arise. Should our actual experience relative to these factors differ from our
estimates, we may be required to record additional warranty reserves. Alternatively, if we provide more reserves than
needed, we may reverse a portion of such provisions in future periods. See Note 10 - Accrued Expenses and Other
Current Liabilities in the notes to the consolidated financial statements for additional disclosures related to our
product warranty reserves.
Stock-Based Compensation
Stock-based compensation expense related to employee stock-based awards is measured and recognized in the
consolidated financial statements based on the fair value of the awards granted and is recorded to cost of revenue;
sales, general and administrative; and research and development expense based on the employee’s responsibility and
function over the requisite service period. The Company has granted awards to employees that vest based solely on
continued service, or service conditions, and awards that vest based on the achievement of performance targets based
on the Company’s stock price appreciation exceeding a peer index. The fair value of each option award containing
service is estimated on the grant date using the Black-Scholes option-pricing model. The fair value of awards
containing performance target conditions is estimated using a Monte-Carlo lattice model. For all awards, stock-based
compensation expense is recognized on a straight-line basis over the requisite service periods of the awards, which
is generally from three to five years. For performance condition awards, expense recognized is not subsequently
reversed if the market conditions are not achieved. Stock-based compensation expense is reduced for forfeitures.
Determining the fair value of stock-based awards at the grant date requires judgment. The Company’s use of the
Black-Scholes option-pricing model and Monte-Carlo lattice model requires the input of subjective assumptions such
as the expected term of the option, the expected volatility of the price of the Company’s common stock, risk-free
interest rates and the expected dividend yield of the Company’s common stock. The assumptions used in the
Company’s valuation models represent management’s best estimates. These estimates involve inherent uncertainties
and the application of management’s judgment. If factors change and different assumptions are used, the Company’s
stock-based compensation expense could be materially different in the future. Expected term represents the period
that stock-based awards are expected to be outstanding and is determined based on historical experience of similar
awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations
43
of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected stock
price volatility is based on our historical stock prices. If we use different assumptions for estimating stock-based
compensation expense in future periods, the change in our non-cash stock-based compensation expense could
adversely affect our results of operations.
During fiscal year 2017, the Company early adopted Accounting Standards Update (‘‘ASU’’) 2016-09.
ASU 2016-09 introduced targeted amendments intended to simplify the accounting for stock compensation, including
the Company’s election to eliminate the requirements to estimate the number of awards that are expected to vest, and
instead, account for forfeitures when they occur. The new standard requires the change be adopted using the modified
retrospective approach. As such, the Company recorded a cumulative-effect adjustment of $0.2 million to decrease
the September 30, 2016 accumulated deficit and common stock balances. See Note 14 - Equity in the notes to the
consolidated financial statements for additional disclosures related to our stock-based compensation.
Litigation Contingencies
We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the
ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect the
resolution of these matters will have a material adverse effect on our business, financial position, results of
operations, or cash flows. However, the results of these matters cannot be predicted with certainty. Professional legal
fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably
estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in
subsequent periods to reflect more current information. Should we fail to prevail in any legal matter or should several
legal matters be resolved against the Company in the same reporting period, then the financial results of that
particular reporting period could be materially affected. See Note 13 - Commitments and Contingencies in the notes
to our consolidated financial statements for disclosures related to our legal proceedings.
Asset Retirement Obligations
Pursuant to ASC 410, Asset Retirement and Environmental Obligations, an ARO is recorded when there is a
legal obligation associated with the retirement of a tangible long-lived asset and the fair value of the liability can
reasonably be estimated. Upon initial recognition of an asset retirement obligation, a company increases the carrying
amount of the long-lived asset by the same amount as the liability. Over time, the liabilities are accreted for the
change in their present value through charges to operations costs. The initial capitalized costs are depleted over the
useful lives of the related assets through charges to depreciation, depletion, and/or amortization. If the fair value of
the estimated ARO changes, an adjustment is recorded to both the ARO liability and the asset retirement cost.
Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and
changes in the estimated timing of settling asset retirement obligations.
We have known conditional asset retirement conditions, such as certain asset decommissioning and restoration
of rented facilities to be performed in the future. See Note 13 - Commitments and Contingencies in the notes to the
consolidated financial statements for additional disclosures related to our AROs.
***
The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, U.S.
GAAP specifically dictates the accounting treatment of a particular transaction. There are also areas in which
management’s judgment in selecting any available alternative would not produce a materially different result. For a
complete discussion of our accounting policies, recently adopted accounting pronouncements, and other required
U.S. GAAP disclosures, we refer you to the accompanying footnotes to our consolidated financial statements in this
Annual Report.
44
Results of Operations
The following table sets forth our consolidated statements of operations data expressed as a percentage of
revenue:
For the Fiscal Years Ended September 30,
2016
2017
2015
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
65.4
100.0%
66.4
100.0%
64.9
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense:
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of previously incurred litigation related fees and
expenses from arbitration award . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain from change in estimate on ARO obligation . . . . . . . . . . . . . . .
(Gain) loss on sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial instruments . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income tax
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net of tax . . . . . . . . . . . .
34.6
18.1
10.2
0.4
—
—
(0.4)
28.3
6.3
0.2
0.1
—
0.2
0.5
6.8
(0.1)
6.7
—
33.6
22.5
10.8
—
(2.8)
—
(0.1)
30.4
3.2
0.1
(0.4)
—
—
(0.3)
2.9
—
2.9
6.1
35.1
30.2
11.2
—
(1.0)
0.3
40.7
(5.6)
0.1
(0.1)
0.1
—
0.1
(5.5)
2.7
(2.8)
80.0
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.7%
9.0%
77.2%
45
Comparison of Financial Results for the Fiscal Years Ended September 30, 2017 and 2016
(in thousands, except percentages)
For the Fiscal Years Ended September 30,
2017
2016
$ Change
% Change
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$122,895
80,361
42,534
$91,998
61,044
30,954
$30,897
19,317
11,580
Operating expense (income):
Selling, general, and administrative . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . .
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of previously incurred litigation related fees
and expenses from arbitration award . . . . . . . . . . . . . .
Gain from change in estimate on ARO obligation . . . . .
Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense. . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income
tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . .
Income from discontinued operations, net of tax. . .
22,246
12,542
506
—
(45)
(456)
34,793
7,741
245
82
316
643
8,384
(163)
8,221
14
20,734
9,921
—
(2,599)
—
(41)
28,015
2,939
88
(394)
—
(306)
2,633
(14)
2,619
5,647
1,512
2,621
506
2,599
(45)
(415)
6,778
4,802
157
476
316
949
5,751
(149)
5,602
(5,633)
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,235
$ 8,266
$
(31)
33.6%
31.6%
37.4%
7.3%
26.4%
N/A
100.0%
N/A
(1,012.2)%
24.2%
163.4%
178.4%
120.8%
N/A
310.1%
218.4%
(1,064.3)%
213.9%
(99.8)%
(0.4)%
Revenue
For the fiscal year ended September 30, 2017, revenue increased 33.6% compared to the prior year driven by
significantly higher sales of our CATV products primarily to U.S. customers.
Gross Profit
Our cost of revenue consists of raw materials, compensation expense including non-cash stock-based
compensation expense, depreciation expense and other manufacturing overhead costs, expenses associated with
excess and obsolete inventories, and product warranty costs. Historically, our cost of revenue as a percentage of
revenue, which we refer to as our gross margin, has fluctuated significantly due to product mix, manufacturing yields
and sales volumes, and inventory and specific product warranty charges.
Consolidated gross margins were 34.6% and 33.6% for fiscal years ended September 30, 2017 and 2016,
respectively.
Stock-based compensation expense within cost of revenue totaled approximately $0.5 million and $0.3 million
during the fiscal years ended September 30, 2017 and 2016, respectively.
For the fiscal year ended September 30, 2017, gross margins increased by 37.4% when compared to the prior
year. The increase in gross margins for the fiscal year ended September 30, 2017 was primarily due to product mix
and higher sales volume.
Selling, General and Administrative (‘‘SG&A’’)
SG&A consists primarily of compensation expense including non-cash stock-based compensation expense
related to executive, finance, and human resources personnel, as well as sales and marketing expenses, professional
fees, legal and patent-related costs, and other corporate-related expenses.
46
Stock-based compensation expense within SG&A totaled approximately $2.6 million and $1.4 million during
the fiscal years ended September 30, 2017 and 2016, respectively. The increase in stock based compensation within
SG&A during the fiscal year ended September 30, 2017 when compared to the prior year is primarily due to expense
associated with Performance Stock Units granted during the fiscal year ended September 30, 2017.
SG&A expense for the fiscal year ended September 30, 2017 was higher than the amount reported in the prior
year primarily due to higher compensation costs, severance, including $1.0 million related to a workforce reduction
we initiated in connection with the transition of our manufacturing operations in China to a new manufacturing
facility in China during the fiscal year ended September 30, 2017, and stock-based compensation partially offset by
lower legal and professional expenses.
As a percentage of revenue, SG&A expenses were 18.1% and 22.5% for the fiscal years ended September 30,
2017 and 2016, respectively. The decrease in SG&A expense as a percentage of revenue in the fiscal year ended
September 30, 2017 compared to the prior year is due to the increase in revenues in the fiscal year ended
September 30, 2017.
Research and Development (‘‘R&D’’)
R&D consists primarily of compensation expense including non-cash stock-based compensation expense, as
well as engineering and prototype costs, depreciation expense, and other overhead expenses, as they related to the
design, development, and testing of our products. Our R&D costs are expensed as incurred. We believe that in order
to remain competitive, we must invest significant financial resources in developing new product features and
enhancements and in maintaining customer satisfaction worldwide.
Stock-based compensation expense within R&D totaled approximately $0.5 million and $0.4 million during the
fiscal years ended September 30, 2017 and 2016, respectively.
R&D expense for the fiscal year ended September 30, 2017 was higher than the amounts reported in the prior
year primarily due to higher compensation costs and increased project spending primarily related to navigation
products and Linear Externally Modulated Lasers.
As a percentage of revenue, R&D expenses were 10.2% and 10.8% for the fiscal years ended September 30,
2017 and 2016, respectively. The decrease in R&D expense as a percentage of revenue in the fiscal year ended
September 30, 2017 compared to the prior year is due to the increase in revenues in the fiscal year ended
September 30, 2017.
Impairments
In March 2017,
in connection with the transition of our manufacturing operations in China to a new
manufacturing facility in China, we identified equipment with a net book value of approximately $0.6 million that
would no longer be utilized after the planned move later in fiscal year 2017. After taking into consideration the costs
of disposal and estimated net funds from the sale of the equipment of approximately $0.1 million, we recorded a
charge to impairments of approximately $0.5 million in the fiscal year ended September 30, 2017. See Note 8
- Property, Plant and Equipment, net in the notes to the consolidated financial statements for additional information.
Recovery of previously incurred litigation related fees and expenses from arbitration award
Recovery of previously incurred litigation related fees and expenses from arbitration award consists of the fees
awarded to the Company as a result of the SEI arbitration award in April 2016. As a percentage of revenue, the
recovery of previously incurred litigation related fees and expenses from arbitration award was 2.8% for the fiscal
year ended September 30, 2016.
Gain from Change in Estimate on ARO
As a result of the revision in the estimated amount and timing of cash flows for ARO during the fiscal year ended
September 30, 2017, the Company reduced the ARO liability by $45,000 and recorded a gain from change in estimate
on ARO liability of $45,000. See Note 13 - Commitments and Contingencies in the notes to the consolidated financial
statements for additional information.
Operating Income
Operating income represents revenue less the cost of revenue and direct operating expenses incurred. Operating
income is a measure of profit and loss that executive management uses to assess performance and make decisions.
47
As a percentage of revenue, our operating income was 6.3% and 3.2% for the fiscal years ended September 30, 2017
and 2016, respectively. The increase in operating income as a percentage of revenue in the fiscal year ended
September 30, 2017 compared to the prior year is due to the increase in operating income in the fiscal year ended
September 30, 2017.
Other Income (Expense)
Interest Income, net
During the fiscal years ended September 30, 2017 and 2016, we recorded $0.4 million and $0.2 million,
respectively, of interest income earned on cash and cash equivalents balances, which was partially offset by interest
expense and letter of credit fees related to our Credit Facility (as defined below) . Interest income for the fiscal year
ended September 30, 2017 was higher than the amount reported in the prior year due to higher interest income earned
on cash and cash equivalents balances.
Foreign Exchange
Gains or losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both
realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and
comprehensive income. The gain (losses) recorded relate to the change in value of the Yuan Renminbi relative to the
U.S. dollar.
Income Tax Expense
For the fiscal year ended September 30, 2017, the Company recorded income tax expense from continuing
operations of approximately $0.2 million, and $0 of income tax expense within income from discontinued operations.
For the fiscal year ended September 30, 2016, the Company recorded income tax expense from continuing
operations of approximately $14,000 and $24,000 of income tax benefit within income from discontinued operations.
Income from Discontinued Operations, Net of Tax
(in thousands, except percentages)
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross (loss) profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense (income). . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously deferred gain on sale of assets . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations before income tax
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
$ —
12
(12)
15
—
41
14
—
For the fiscal years ended September 30,
2016
$ Change
% Change
$ —
(659)
659
(1,160)
3,804
—
5,623
24
$ —
671
(671)
(1,175)
(3,804)
41
(5,609)
(24)
N/A
101.8%
(101.8)%
(101.3)%
(100.0)%
N/A
(99.8)%
(100.0)%
(99.8)%
Income from discontinued operations, net of tax . . . . . . .
$ 14
$ 5,647
$(5,633)
During the fiscal year ended September 30, 2016, we recorded income from discontinued operations from the
Photovoltaics Business and Digital Products Business of $1.0 million and $4.6 million, respectively.
Included in cost of revenue for the fiscal year ended September 30, 2016 is $0.4 million due to a reduction in
expected product warranty liabilities from a settlement agreement associated with the Digital Products Business and
a gain of $0.3 million on the lease termination associated with the Digital Products Business.
During the fiscal year ended September 30, 2016, we recognized a gain associated with the release of the
$3.4 million deferred gain and reversal of other liabilities of $0.4 million that had been recorded as of September 30,
2015, resulting in a credit of $3.8 million to recognition of previously deferred gain on sale of assets within
discontinued operations of the Digital Products Business as the result of the favorable ruling from the SEI arbitration.
See Note 13 - Commitments and Contingencies in the notes to the consolidated financial statements for additional
information.
48
Comparison of Financial Results for the Fiscal Years Ended September 30, 2016 and 2015
(in thousands, except percentages)
For the Fiscal Years Ended September 30,
2016
2015
$ Change
% Change
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$91,998
61,044
30,954
$81,685
52,994
28,691
$ 10,313
8,050
2,263
Operating expense (income):
Selling, general, and administrative . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of previously incurred litigation related fees
and expenses from arbitration award . . . . . . . . . . . . . .
Gain from change in estimate on ARO obligation . . . . .
(Gain) loss on sale of assets . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense. . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange loss . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial instruments . . . . . . . . .
Total other (expense) income . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before
income tax (expense) benefit . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . .
Income from discontinued operations, net of tax. . .
20,734
9,921
(2,599)
—
(41)
28,015
2,939
88
(394)
—
(306)
2,633
(14)
2,619
5,647
24,711
9,119
—
(845)
228
33,213
(4,522)
75
(138)
122
59
(4,463)
2,191
(2,272)
65,372
(3,977)
802
(2,599)
845
(269)
(5,198)
7,461
13
(256)
(122)
(365)
7,096
(2,205)
4,891
(59,725)
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 8,266
$63,100
$(54,834)
12.6%
15.2%
7.9%
(16.1)%
8.8%
N/A
100.0%
(118.0)%
(15.7)%
165.0%
17.3%
(185.5)%
(100.0)%
(618.6)%
159.0%
(100.6)%
215.3%
(91.4)%
(86.9)%
Revenue
For the fiscal year ended September 30, 2016, revenue increased 12.6% compared to the prior year driven by
significantly higher sales of our CATV products primarily to U.S. customers.
Gross Profit
Our cost of revenue consists of raw materials, compensation expense including non-cash stock-based
compensation expense, depreciation expense and other manufacturing overhead costs, expenses associated with
excess and obsolete inventories, and product warranty costs. Historically, our cost of revenue as a percentage of
revenue, which we refer to as our gross margin, has fluctuated significantly due to product mix, manufacturing yields
and sales volumes, and inventory and specific product warranty charges.
Consolidated gross margins were 33.6% and 35.1% for the years ended September 30, 2016 and 2015,
respectively.
Stock-based compensation expense within cost of revenue totaled approximately $0.3 million during the fiscal
years ended September 30, 2016 and 2015.
For the fiscal year ended September 30, 2016, gross margins decreased when compared to the prior year. The
decrease in gross margins for the fiscal year ended September 30, 2016 was primarily due to lower absorption of
manufacturing overhead costs.
Selling, General and Administrative (‘‘SG&A’’)
SG&A consists primarily of compensation expense including non-cash stock-based compensation expense
related to executive, finance, and human resources personnel, as well as sales and marketing expenses, professional
fees, legal and patent-related costs, and other corporate-related expenses.
49
Stock-based compensation expense within SG&A totaled approximately $1.4 million and $2.8 million during
the fiscal years ended September 30, 2016 and 2015, respectively.
SG&A expense for the fiscal year ended September 30, 2016 was lower than the amount reported in the prior
year primarily due to higher stock-based compensation, severance and compensation expense associated with the sale
of the Photovoltaics and Digital Products Businesses in the prior year.
As a percentage of revenue, SG&A expenses were 22.5% and 30.2% for the fiscal years ended September 30,
2016 and 2015, respectively.
Research and Development (‘‘R&D’’)
R&D consists primarily of compensation expense including non-cash stock-based compensation expense, as
well as engineering and prototype costs, depreciation expense, and other overhead expenses, as they related to the
design, development, and testing of our products. Our R&D costs are expensed as incurred. We believe that in order
to remain competitive, we must invest significant financial resources in developing new product features and
enhancements and in maintaining customer satisfaction worldwide.
Stock-based compensation expense within R&D totaled approximately $0.4 million during the fiscal years
ended September 30, 2016 and 2015.
R&D expense for the fiscal year ended September 30, 2016 was higher than the amounts reported in the prior
year primarily due to higher compensation costs and increased project spending.
As a percentage of revenue, R&D expenses were 10.8% and 11.2% for the fiscal years ended September 30,
2016 and 2015, respectively.
Recovery of previously incurred litigation related fees and expenses from arbitration award
Recovery of previously incurred litigation related fees and expenses from arbitration award consists of the fees
awarded to the Company as a result of the SEI arbitration award in April 2016. As a percentage of revenue, the
recovery of previously incurred litigation related fees and expenses from arbitration award was 2.8% for the fiscal
year ended September 30, 2016.
Gain from Change in Estimate on ARO
As a result of the revision in the estimated amount and timing of cash flows for ARO during the fiscal year ended
September 30, 2015, the Company reduced the ARO liability by $2.9 million with an offsetting reduction to property,
plant, and equipment, net of $2.1 million, and recorded a gain from change in estimate on ARO liability of
$0.8 million. The Company first reduced the net leasehold improvement asset to the extent of the carrying amount
of the related asset initially recorded when the ARO was established. The amount of the remaining reduction to the
ARO was recorded as a reduction to operating expenses. See Note 13 - Commitments and Contingencies in the notes
to the consolidated financial statements for additional information.
Operating Income (Loss)
Operating income (loss) represents revenue less the cost of revenue and direct operating expenses incurred.
Operating income (loss) is a measure of profit and loss that executive management uses to assess performance and
make decisions. As a percentage of revenue, our operating income (loss) was 3.2% and (5.6)% for the fiscal years
ended September 30, 2016 and 2015, respectively.
Other Income (Expense)
Interest Income, net
During the fiscal year ended September 30, 2016, we recorded $0.2 million of interest income earned on cash
and cash equivalents balances. During the fiscal year ended September 30, 2015, we recorded $0.2 million of interest
income earned on the Promissory Note from NeoPhotonics which was primarily offset by an equivalent amount of
interest expense incurred on our outstanding Credit Facility (as defined below). See Note 5 - Discontinued Operations
in the notes to the consolidated financial statements for additional information.
50
Foreign Exchange
Losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both realized
and unrealized, are recorded as foreign exchange loss on our consolidated statements of operations and
comprehensive income. The losses recorded relate to the change in value of the Yuan Renminbi relative to the U.S.
dollar.
Change in Fair Value of Financial Instruments
Warrants representing the right to purchase 400,001 shares of our common stock expired on April 1, 2015.
Income Tax (Expense) Benefit
For the fiscal year ended September 30, 2016, the Company recorded income tax expense from continuing
operations of approximately $14,000, and $24,000 of income tax benefit within income from discontinued operations.
For the fiscal year ended September 30, 2015, the Company recorded $2.2 million of income tax benefit from
continuing operations losses and $26.5 million of income tax expense within income from discontinued operations.
During the fiscal year ended September 30, 2015, the Company utilized the $24.1 million of deferred tax assets.
As a result, a net deferred tax valuation allowance release of $24.1 million was recorded as an income tax benefit
during fiscal year 2014 following the Company’s determination that it was more likely than not that certain deferred
tax assets would be realized upon the sale of the Photovoltaics Business in fiscal year 2015. See Note 12 - Income
and other Taxes in the notes to the consolidated financial statements for more information.
Our Board of Directors has adopted a Tax Benefits Preservation Plan (the ‘‘Rights Plan’’) to help preserve the
value of our net operating losses and other favorable tax attribute carryovers by reducing the risk of limitation of these
deferred tax assets. The Rights Plan was approved by our shareholders on March 10, 2015. On September 26, 2017,
our Board of Directors extended the final expiration date of the rights contained therein from October 3, 2017 to
October 3, 2018 (subject to earlier expiration as described in the Rights Plan). The Company expects to submit the
extension of the Rights Plan to shareholders for approval at the Company’s 2018 annual meeting of shareholders. The
Rights Plan is intended to reduce the likelihood that we will experience an ownership change for purposes of Internal
Revenue Code Section 382 by discouraging any person or group from becoming a ‘‘5% shareholder’’ or increasing
their ownership of our common stock if they are already a ‘‘5% shareholder.’’ Although the Rights Plan is intended
to reduce the likelihood of an ‘‘ownership change’’ that could adversely affect us, there is no assurance that the Rights
Plan will prevent all transfers of our common stock that could result in such an ‘‘ownership change’’.
Income from Discontinued Operations, Net of Tax
(in thousands, except percentages)
For the Fiscal Years Ended September 30,
2016
2015
$ Change
% Change
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ —
(659)
$ 24,558
17,352
$(24,558)
(18,011)
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating (income) expense. . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously deferred gain on sale of assets . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . .
Income from discontinued operations before income tax
benefit (expense). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . .
659
(1,160)
3,804
—
—
7,206
5,040
—
779
88,952
(6,547)
6,200
3,804
(779)
(88,952)
5,623
24
91,897
(26,525)
(86,274)
26,549
Income from discontinued operations, net of tax . . . . . . .
$ 5,647
$ 65,372
$(59,725)
(100.0)%
(103.8)%
(90.9)%
123.0%
NA
(100.0)%
(100.0)%
(93.9)%
100.1%
(91.4)%
During the fiscal year ended September 30, 2016, we recorded income from discontinued operations from the
Photovoltaics Business and Digital Products Business of $1.0 million and $4.6 million, net of tax, respectively.
Included in cost of revenue for the fiscal year ended September 30, 2016 is $0.4 million due to a reduction in
expected product warranty liabilities from a settlement agreement associated with the Digital Products Business and
a gain of $0.3 million on the lease termination associated with the Digital Products Business.
51
During the fiscal year ended September 30, 2016, we recognized a gain associated with the release of the
$3.4 million of deferred gain and reversal of other liabilities of $0.4 million, which had been recorded as of
September 30, 2015, resulting in a credit of $3.8 million to recognition of previously deferred gain on sale of assets
within discontinued operations of the Digital Products Business as the result of the favorable ruling from the
SEI arbitration. See Note 13 - Commitments and Contingencies in the notes to the consolidated financial statements
for additional information.
During the fiscal year ended September 30, 2015, we recognized a gain of $87.0 million and $2.0 million on
the sales of the Photovoltaics Business and Digital Products Business, respectively, which was recorded within
income from discontinued operations under the caption ‘‘gain on sale of discontinued operations’’. During the fiscal
year ended September 30, 2015, we recorded income from discontinued operations from the Photovoltaics Business
and Digital Products Business of $61.2 million and $4.2 million, net of tax, respectively.
Order Backlog
EMCORE’s product sales are made pursuant to purchase orders, often with short lead times. These orders are
subject to revision or cancellation and often are made without deposits. Products typically ship within the same
quarter in which a purchase order is received; therefore, our order backlog at any particular date is not necessarily
indicative of actual revenue or the level of orders for any succeeding period and may not be comparable to prior
periods.
Liquidity and Capital Resources
Other than the fiscal year ended September 30, 2017, in recent years we have historically consumed cash from
operations and, until recently, in most periods we have incurred operating losses from continuing operations. We have
managed our liquidity position through the sale of assets and cost reduction initiatives, as well as, from time to time
in prior periods, borrowings from our Credit Facility (defined below) and capital markets transactions.
For the fiscal year ended September 30, 2017, we earned net income of $8.2 million and generated cash flows
of approximately $3.9 million from operating, investing and financing activities. As of September 30, 2017, cash and
cash equivalents totaled $68.3 million and net working capital totaled approximately $103.0 million. Net working
capital, calculated as current assets minus current liabilities, is a financial metric we use which represents available
operating liquidity. With respect to measures related to liquidity:
•
•
•
Tender Offer: On June 15, 2015, we completed the modified ‘‘Dutch auction’’ tender offer (the ‘‘Tender
Offer’’) and purchased 6.9 million shares of our common stock at a purchase price of $6.55 per share, for
an aggregate cost of $45.0 million excluding fees and expenses. Repurchased common stock was recorded
to treasury stock. We incurred costs of $0.7 million in connection with the Tender Offer, which were
recorded to treasury stock.
Dividend Payment: On July 5, 2016, the Company declared a special cash dividend of $1.50 per share, or
a total of $39.2 million. The dividend was paid on July 29, 2016 to shareholders of record as of July 18,
2016.
Resolution of Outstanding Litigation: In June 2016 we collected $2.6 million in fees and costs from
SEI and $1.9 million held in escrow as the result of the favorable ruling from the SEI arbitration. See
Note 13 - Commitments and Contingencies.
• Mirasol Settlements: In January 2017, we entered into an agreement to settle all outstanding claims of the
Mirasol class action lawsuit for $0.3 million and the wrongful termination lawsuit for $50,000 and recorded
a charge during the fiscal year ended September 30, 2017 of $0.2 million. See Note 13- Commitments and
Contingencies.
•
Credit Facility: On November 11, 2010, we entered into a Credit and Security Agreement (‘‘Credit
Facility’’) with Wells Fargo Bank, N.A. (‘‘Wells Fargo’’). The Credit Facility, as it has been amended
through its seventh amendment on November 10, 2015, currently provides us with a revolving credit of up
to $15.0 million through November 2018 that can be used for working capital requirements, letters of
credit, and other general corporate purposes. The Credit Facility is secured by the Company’s assets and
is subject to a borrowing base formula based on the Company’s eligible accounts receivable, inventory, and
52
machinery and equipment accounts. See Note 11 - Credit Facilities in the notes to the consolidated financial
statements for additional disclosures. As of November 30, 2017, there was no outstanding balance under
this Credit Facility and $0.5 million reserved for one outstanding stand-by letter of credit.
We believe that our existing balances of cash and cash equivalents, cash flows from operations and amounts
expected to be available under our Credit Facility will provide us with sufficient financial resources to meet our cash
requirements for operations, working capital, and capital expenditures for at least the next twelve months, and
thereafter for the foreseeable future. At the discretion of our Board, we may use our existing balances of cash and
cash equivalents to provide liquidity to our shareholders through one or more additional special dividends or the
repurchase of additional shares of our outstanding common stock, make investments in our other businesses, pursue
other strategic opportunities or a combination thereof. In addition, should we require more capital than what is
generated by our operations, for example to fund significant discretionary activities, such as business acquisitions,
we could elect to raise capital in the U.S. through debt or equity issuances. These alternatives could result in higher
effective tax rates, increased interest expense, and/or dilution of our earnings. We have borrowed funds in the past
and continue to believe we have the ability to do so at reasonable interest rates.
Cash Flow
The Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2017, 2016 and 2015
reflects cash flows from both the continuing and discontinued operations of the Company.
Net Cash Provided By (Used In) Operating Activities
Operating Activities
(in thousands, except percentages)
Net cash provided by (used
For the Fiscal Years Ended September 30, Fiscal 2017 vs Fiscal 2016 Fiscal 2016 vs Fiscal 2015
$ Change % Change
$ Change % Change
2016
2017
2015
in) operating activities. . . .
$11,701
$(5,552)
$(3,917)
$17,253
310.8% $(1,635)
(41.7)%
Fiscal 2017:
For the fiscal year ended September 30, 2017, our operating activities provided cash of $11.7 million primarily
due to our net income of $8.2 million, depreciation, amortization and accretion expense of $3.8 million,
stock-based compensation expense of $3.6 million, , impairment charge of $0.5 million and warranty provision
of $0.6 million, partially offset by a change in our operating assets and liabilities (or working capital
components, which includes non-current inventory) of $4.5 million. The change in our operating assets and
liabilities was primarily the result of an increase in accounts receivable of $3.9 million, inventory of $0.1 million
and other assets of $4.5 million partially offset by an increase in accounts payable of approximately $2.1 million
and accrued expenses and other liabilities of $1.9 million.
Fiscal 2016:
For the fiscal year ended September 30, 2016, our operating activities used cash of $5.6 million primarily due
to decreases in our operating assets and liabilities (or working capital components, which includes non-current
inventory) of $13.5 million, the recognition of the previously deferred gain on sale of assets from discontinued
operations of $3.8 million, the gain on transfer of solar power assets and obligations of $0.7 million, the gain
on reduction of product warranty of discontinued operations of $0.4 million and the payment and gain on
settlement of Newark restructuring lease of $0.3 million partially offset by depreciation, amortization and
accretion expense of $2.5 million, stock-based compensation expense of $2.1 million, warranty provision of
$0.4 million, and our net income of $8.3 million. The change in our operating assets and liabilities was primarily
the result of an increase in accounts receivable of $1.2 million and inventory of $10.9 million, and a decrease
in accrued expenses and other liabilities of $4.8 million, partially offset by a decrease in other assets of
$0.1 million and an increase in accounts payable of approximately $3.2 million.
Fiscal 2015:
Our operating activities consumed cash of $3.9 million primarily due to the effect of adjustments for non-cash
charges, including the gain on sale of the Photovoltaics Business of $87.0 million, the gain on sale of the Digital
Products Business of $2.0 million, and the gain from change in estimate on ARO obligation of $0.8 million,
53
foreign currency translation adjustment of $0.7 million as well as the changes in our operating assets and
liabilities of $8.6 million, partially offset by deferred income taxes of $24.1 million, stock-based compensation
expense of $4.6 million, warranty provision of $0.8 million, depreciation, amortization and accretion expense
of $3.0 million, allowance for doubtful accounts of $0.6 million, and our net income of $63.1 million. The
change in our operating assets and liabilities was primarily the result of an increase in inventory of $3.4 million,
a decrease in accounts payable of $3.2 million and a decrease in accrued expenses and other liabilities of
$5.8 million, partially offset by a decrease in accounts receivable of $3.5 million and other assets of $0.4 million.
Working Capital Components:
Accounts Receivable: We generally expect the level of accounts receivable at any given quarter to reflect the
level of sales in that quarter. Our accounts receivable balances have fluctuated historically due to the timing of
account collections, timing of product shipments, and/or change in customer credit terms.
Inventory: We generally expect the level of inventory at any given quarter to reflect the change in our
expectations of forecasted sales. Our inventory balances have fluctuated historically due to the timing of
customer orders and product shipments, changes in our internal forecasts related to customer demand, as well
as adjustments related to excess and obsolete inventory and the purchase of non-current inventory.
Accounts Payable: The fluctuation of our accounts payable balances is primarily driven by changes in inventory
purchases as well as changes related to the timing of actual payments to vendors.
Accrued Expenses: Our largest accrued expense typically relates to compensation. Historically, fluctuations of
our accrued expense accounts have primarily related to changes in the timing of actual compensation payments,
receipt or application of advanced payments, adjustments to our warranty accrual, and accruals related to
professional fees.
Net Cash (Used In) Provided By Investing Activities
Investing Activities
(in thousands, except percentages)
Net cash (used in) provided
For the Fiscal Years Ended September 30, Fiscal 2017 vs Fiscal 2016 Fiscal 2016 vs Fiscal 2015
$ Change % Change
$ Change % Change
2016
2017
2015
by investing activities . . . .
$(9,126)
$(3,826)
$164,169
$(5,300)
(138.5)% $(167,995)
(102.3)%
Fiscal 2017:
For the fiscal year ended September 30, 2017, our investing activities used $9.1 million of cash primarily for
capital related expenditures of $9.6 million, partially offset by the receipt of proceeds from the disposal of
equipment of $0.5 million.
Fiscal 2016:
For the fiscal year ended September 30, 2016, our investing activities used $3.8 million of cash primarily from
capital related expenditures of $5.8 million, partially offset by the receipt of escrow funds from sale of assets
of $1.9 million.
Fiscal 2015:
For the fiscal year ended September 30, 2015, our investing activities provided $164.2 million of cash primarily
from proceeds from sale of the Photovoltaics Business of $149.9 million and proceeds from sale of the Digital
Products Business of $17.0 million partially offset by capital related expenditures of $2.8 million.
Net Cash Provided By (Used In) Financing Activities
Financing Activities
(in thousands, except percentages)
Net cash provided by (used
For the Fiscal Years Ended September 30, Fiscal 2017 vs Fiscal 2016 Fiscal 2016 vs Fiscal 2015
$ Change % Change
$ Change % Change
2015
2016
2017
in) financing activities. . . .
$1,306
$(38,254)
$(70,266)
$39,560
103.4% $32,012
45.6%
54
Fiscal 2017:
For the fiscal year ended September 30, 2017, our financing activities provided cash of $1.3 million from
proceeds from stock transactions.
Fiscal 2016:
For the fiscal year ended September 30, 2016, our financing activities used cash of $38.3 million due to the
payment of a special dividend of $39.2 million, partially offset by proceeds from stock plan transactions of
$1.0 million.
Fiscal 2015:
Our financing activities consumed cash of $70.3 million primarily due to the net payment of $26.5 million on
our Credit Facility and purchase of treasury stock of $45.7 million, partially offset by $1.9 million in proceeds
from stock plan transactions.
Contractual Obligations and Commitments
Our contractual obligations and commitments for fiscal 2018 and over the next five fiscal years are summarized
in the table below:
(in thousands)
Purchase obligations . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligations . . . . . . . . . . . . . . . . . . . .
Operating lease obligations . . . . . . . . . . . . . . . . . . . . .
Total contractual obligations and commitments . . .
Total
2018
$13,582
1,860
4,330
$19,772
$13,445
—
842
$14,287
2019 to
2020
$ 137
40
1,592
$1,769
2021 to
2022
$ —
59
1,254
$1,313
2023 and
later
$ —
1,761
642
$2,403
Interest payments are not included in the contractual obligations and commitments table above since they are
insignificant to our consolidated results of operations.
The contractual obligations and commitments table above also excludes unrecognized tax benefits because we
are unable to reasonably estimate the period during which this obligation may be incurred, if at all. As of
September 30, 2017, we had unrecognized tax benefits of $0.4 million.
Purchase Obligations
Our purchase obligations represent agreements to purchase goods or services that are enforceable and legally
binding, that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed,
minimum or variable price provisions; and the approximate timing of the transactions.
Asset Retirement Obligations
We have known conditional ARO conditions, such as certain asset decommissioning and restoration of rented
facilities to be performed in the future. Our ARO includes assumptions related to renewal option periods where
we expect to extend facility lease terms. Revisions in estimated liabilities can result from revisions of estimated
inflation rates, escalating retirement costs, and changes in the estimated timing of settling the ARO. See Note 13
- Commitments and Contingencies in the notes to the consolidated financial statements for additional
information related to our ARO’s.
Operating Leases
Operating leases include non-cancelable terms and exclude renewal option periods, property taxes, insurance
and maintenance expenses on leased properties. See Note 13 - Commitments and Contingencies in the notes to
the consolidated financial statements for additional information related to our operating lease obligations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements other than our operating leases described above that have
or are reasonably likely to have a current or future material effect on our consolidated financial condition, results of
operations, liquidity, capital expenditures or capital resources.
55
Geographical Information
See Note 15- Geographical Information in the notes to the consolidated financial statements for disclosures
related to geographic revenue and significant customers.
Recent Accounting Pronouncements
See Note 3 - Recent Accounting Pronouncements in the notes to the consolidated financial statements for
disclosures related to recent accounting pronouncements.
Restructuring Accruals
See Note 10 - Accrued Expenses and Other Current Liabilities in the notes to the consolidated financial
statements for disclosures related to our severance and restructuring-related accrual accounts.
56
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risks
We are exposed to financial market risks, including changes in currency exchange rates and interest rates. We
do not use derivative financial instruments for speculative purposes.
Foreign Currency Exchange Risks
The United States dollar is the reporting currency for our consolidated financial statements. The functional
currency for our China subsidiary is the Yuan Renminbi.
We recognize translation adjustments due to the effect of changes in the value of the Yuan Renminbi relative to
the U.S. dollar associated with our operations in China. The assets and liabilities of our foreign operations are
translated from their respective functional currencies into U.S. dollars at the rates in effect at the consolidated balance
sheet dates, and the revenue and expense amounts are translated at the average rate during the applicable periods
reflected on the consolidated statements of operations and comprehensive income. Foreign currency translation
adjustments are recorded as accumulated other comprehensive income.
Gains and losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both
realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and
comprehensive income.
During the normal course of business, we are exposed to market risks associated with fluctuations in foreign
currency exchange rates due to the Yuan Renminbi. To reduce the impact of these risks on our earnings and to
increase the predictability of cash flows, we use natural offsets in receipts and disbursements within the applicable
currency as the primary means of reducing the risk.
Some of our foreign suppliers may adjust their prices (in US dollars) from time to time to reflect currency
exchange fluctuations, and such price changes could impact our future financial condition or results of operations.
We do not currently hedge our foreign currency exposure.
Interest Rate Risks
On November 11, 2010, we entered into a credit facility with Wells Fargo Bank, N.A.. The credit facility, as it
has been amended through its ninth amendment currently provides us with a revolving credit of up to $15.0 million
through November 2018 that can be used for working capital requirements, letters of credit, and other general
corporate purposes. The credit facility is secured by the Company’s assets and is subject to a borrowing base formula
based on the Company’s eligible accounts receivable, inventory, and machinery and equipment accounts. See Note 11
- Credit Facilities for additional information related to our bank credit facility. As of September 30, 2017, we had no
borrowings outstanding under our Credit Facility. As of September 30, 2017, the credit facility had $0.5 million
reserved for one outstanding stand-by letter of credit, leaving a remaining $8.0 million borrowing availability balance
under this Credit Facility. As of November 30, 2017, there was no outstanding balance under the Credit Facility.
We monitor our interest rate risk on cash balances primarily through cash flow forecasting. Cash that is surplus
to immediate requirements is invested in short-term deposits with banks accessible with short notice and invested in
money market accounts. We believe our current interest rate risk is immaterial.
Inflation Risks
Inflationary factors, such as increases in material costs and operating expenses, may adversely affect our results
of operations and cash flows. Although we do not believe that inflation has had a material impact on our financial
position or results of operations to date, an increase in the rate of inflation in the future may have an adverse effect
on the levels of gross profit and operating expenses as a percentage of revenue if the sales prices for our products
do not proportionately increase with these increases in expenses.
Credit Market Conditions
The U.S. and global capital markets have periodically experienced turbulent conditions, particularly in the credit
markets, as evidenced by tightening of lending standards, reduced availability of credit, and reductions in certain
asset values. This could impact our ability to obtain additional funding through financing or asset sales.
57
ITEM 8.
Financial Statements and Supplementary Data
EMCORE CORPORATION
Consolidated Statements of Operations and Comprehensive Income
For the Fiscal Years Ended September 30, 2017, 2016 and 2015
(in thousands, except net income (loss) per share)
For the Fiscal Years Ended September 30,
2016
2015
2017
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$122,895
80,361
42,534
$91,998
61,044
30,954
$81,685
52,994
28,691
Operating expense (income):
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of previously incurred litigation related fees and
expenses from arbitration award . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain from change in estimate on ARO obligation . . . . . . . . . . . . . . .
(Gain) loss on sale of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange gain (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in fair value of financial instruments . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income tax
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . .
Income from discontinued operations, net of tax . . . . . . . . . . . .
22,246
12,542
506
—
(45)
(456)
34,793
7,741
245
82
—
316
643
8,384
(163)
8,221
14
20,734
9,921
—
(2,599)
—
(41)
28,015
2,939
88
(394)
—
—
(306)
2,633
(14)
2,619
5,647
24,711
9,119
—
—
(845)
228
33,213
(4,522)
75
(138)
122
—
59
(4,463)
2,191
(2,272)
65,372
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,235
$ 8,266
$63,100
Foreign exchange translation adjustment. . . . . . . . . . . . . . . . . . . . . . . . .
(18)
(268)
(990)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
8,217
$ 7,998
$62,110
Per share data:
Net income (loss) per basic share:
Continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per basic share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) per diluted share:
Continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
0.31
0.00
0.31
0.30
0.00
0.30
$
$
$
$
0.10
0.22
0.32
0.10
0.21
0.31
Weighted-average number of basic shares outstanding. . . . . . . . . . . . . .
Weighted-average number of diluted shares outstanding . . . . . . . . . . . .
26,659
27,544
25,979
26,518
$ (0.08)
2.18
$
2.10
$ (0.08)
2.18
$ 2.10
30,012
30,012
The accompanying notes are an integral part of these consolidated financial statements.
58
EMCORE CORPORATION
Consolidated Balance Sheets
As of September 30, 2017 and September 30, 2016
(in thousands, except per share data)
As of
September 30,
2017
As of
September 30,
2016
Current assets:
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowance of $22 and $36, respectively . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant, and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 68,333
421
22,265
25,139
8,527
124,685
16,635
2,686
78
$ 63,905
965
18,432
24,150
3,764
111,216
12,213
3,531
251
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 144,084
$ 127,211
Current liabilities:
LIABILITIES and SHAREHOLDERS’ EQUITY
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 11,818
9,825
$ 10,575
7,684
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset retirement obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21,643
1,638
29
23,310
18,259
1,573
62
19,894
Commitments and contingencies (Note 13)
Shareholders’ equity:
Preferred stock, $0.0001 par value, 5,882 shares authorized; none issued or
outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
—
Common stock, no par value, 50,000 shares authorized; 33,938 shares issued
and 27,028 shares outstanding as of September 30, 2017; 33,154 shares
issued and 26,244 shares outstanding as of September 30, 2016 . . . . . . . . . . .
Treasury stock at cost; 6,910 shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
730,906
(47,721)
561
(562,972)
120,774
725,666
(47,721)
579
(571,207)
107,317
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 144,084
$ 127,211
The accompanying notes are an integral part of these consolidated financial statements.
59
EMCORE CORPORATION
Consolidated Statements of Shareholders’ Equity
For the Fiscal Years Ended September 30, 2017, 2016 and 2015
(in thousands)
Value of
Common
Stock
Treasury
Stock
Accumulated
Other
Comprehensive
Income
Accumulated
Deficit
Total
Shareholders’
Equity
Balance as of September 30, 2014 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . .
Purchase of treasury stock . . . . . . . . . . . .
Stock option exercises . . . . . . . . . . . . . . .
Issuance of common stock - ESPP . . . . .
Issuance of common stock - Board of
Shares of
Common
Stock
31,109
948
(6,870)
290
121
—
—
4,320
$755,368 $ (2,071)
—
—
—
— (45,650)
—
—
1,409
493
Directors . . . . . . . . . . . . . . . . . . . . . . . .
78
413
Balance as of September 30, 2015 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . .
Stock option exercises . . . . . . . . . . . . . . .
Special dividend paid . . . . . . . . . . . . . . . .
Issuance of common stock - ESPP . . . . .
Issuance of common stock - Board of
25,676
762,003
—
—
1,868
284
45
225
— (39,214)
735
193
Directors . . . . . . . . . . . . . . . . . . . . . . . .
46
263
Cumulative adjustment for adoption of
accounting standard . . . . . . . . . . . . . . .
Balance as of September 30, 2016 . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . .
Translation adjustment . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . .
Stock option exercises . . . . . . . . . . . . . . .
Issuance of common stock - ESPP . . . . .
Issuance of common stock - Board of
Directors . . . . . . . . . . . . . . . . . . . . . . . .
26,244
432
158
133
61
(214)
725,666
—
—
3,602
534
773
(47,721)
—
—
—
—
—
—
—
(47,721)
—
—
—
—
—
331
—
$1,837
—
(990)
—
—
—
—
(642,787)
63,100
—
—
—
—
—
$112,347
63,100
(990)
4,320
(45,650)
1,409
493
847
—
(268)
—
—
—
—
—
579
—
(18)
—
—
—
—
(579,687)
8,266
—
—
—
—
—
214
(571,207)
8,235
—
—
—
—
413
135,442
8,266
(268)
1,868
225
(39,214)
735
263
—
107,317
8,235
(18)
3,602
534
773
—
331
Balance as of September 30, 2017 . . . .
27,028
$730,906 $(47,721)
$ 561
$(562,972)
$120,774
The accompanying notes are an integral part of these consolidated financial statements.
60
EMCORE CORPORATION
Consolidated Statements of Cash Flows
For the Fiscal Years Ended September 30, 2017, 2016 and 2015
(in thousands)
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Photovoltaics Business. . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of Digital Products Business . . . . . . . . . . . . . . . . . . . . .
Provision adjustments related to doubtful accounts . . . . . . . . . . . . . .
Provision adjustments related to product warranty . . . . . . . . . . . . . . .
Change in fair value of financial instruments . . . . . . . . . . . . . . . . . . .
Gain from extinguishment of ARO obligation . . . . . . . . . . . . . . . . . .
Reclassification of foreign currency translation adjustment . . . . . . . .
Impairments of equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously deferred gain on sale of assets from
discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net (gain) loss on disposal of equipment . . . . . . . . . . . . . . . . . . . . . .
Settlement of customer related warranty claim . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total non-cash adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . .
Total change in operating assets and liabilities . . . . . . . . . . . . . . . .
Net cash provided by (used in) operating activities . . . . . . . . . .
Cash flows from investing activities:
Proceeds from sale of Photovoltaics Business . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of Digital Products Business . . . . . . . . . . . . . . . . . .
Purchase of equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Receipt of escrow funds from sale of assets . . . . . . . . . . . . . . . . . . . . . .
Proceeds from disposal of property, plant and equipment . . . . . . . . . . .
Net cash (used in) provided by investing activities . . . . . . . . . .
Cash flows from financing activities:
Payments from borrowings of credit facilities . . . . . . . . . . . . . . . . . . . .
Repurchases of common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of special dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . .
Effect of exchange rate changes on foreign currency. . . . . . . . . . . . . . .
Net increase (decrease) in cash, cash equivalents and restricted
cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash at beginning of period . . . .
Cash, cash equivalents and restricted cash at end of period . . . . . . . . .
For the Fiscal Years Ended September 30,
2016
2017
2015
$ 8,235
$ 8,266
$ 63,100
3,757
3,602
—
—
—
23
573
—
(45)
—
506
—
(456)
—
(5)
7,955
(3,859)
(140)
(4,455)
2,095
1,870
(4,489)
11,701
—
—
(9,600)
—
474
(9,126)
—
—
—
1,306
1,306
3
2,506
2,086
—
—
—
23
376
—
—
—
—
(3,804)
(41)
—
(1,422)
(276)
(1,171)
(10,904)
148
3,179
(4,794)
(13,542)
(5,552)
—
—
(5,779)
1,853
100
(3,826)
—
—
(39,214)
960
(38,254)
242
2,952
4,586
24,080
(86,958)
(1,994)
556
838
(122)
(845)
(744)
—
—
237
(442)
(552)
(58,408)
3,526
(3,440)
359
(3,231)
(5,823)
(8,609)
(3,917)
149,936
16,982
(2,799)
—
50
164,169
(26,518)
(45,650)
—
1,902
(70,266)
105
3,884
64,870
$68,754
(47,390)
112,260
$ 64,870
90,091
22,169
$112,260
The accompanying notes are an integral part of these consolidated financial statements.
61
For the Fiscal Years Ended September 30,
2016
2017
2015
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid during the period for income taxes . . . . . . . . . . . . . . . . . . . .
$ 71
$ 114
NON-CASH INVESTING AND FINANCING ACTIVITIES
Changes in accounts payable related to purchases of equipment. . . . . .
Issuance of common stock to Board of Directors. . . . . . . . . . . . . . . . . .
$(861)
$ 331
$ 88
$124
$282
$263
$194
$938
$514
$413
The accompanying notes are an integral part of these consolidated financial statements.
62
EMCORE Corporation
Notes to our Consolidated Financial Statements
NOTE 1. Description of Business
Business Overview
EMCORE Corporation together with its subsidiaries (referred to herein as the ‘‘Company,’’ ‘‘we,’’ ‘‘our,’’ or
‘‘EMCORE’’), was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997
and is listed on the Nasdaq stock exchange under the ticker symbol EMKR. EMCORE pioneered the linear fiber optic
transmission technology that enabled the world’s first delivery of Cable TV directly on fiber, and today is a leading
provider of advanced Mixed-Signal Optics products that enable communications systems and service providers to
meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology at the heart of
our broadband communications products is shared with our fiber optic gyros and inertial sensors to provide the
aerospace and defense markets with state-of-the-art navigations systems technology. With both analog and digital
circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often far greater than
traditional digital applications and requires a specialized expertise held by EMCORE which is unique in the optics
industry.
We currently have one reporting segment: Fiber Optics.
Sale of Photovoltaics and Digital Products Businesses
In the fiscal year ended September 30, 2015, EMCORE completed the sale of the Company’s Photovoltaics
Business to SolAero Technologies Corporation (‘‘SolAero’’) pursuant to the Asset Purchase Agreement (the
‘‘Photovoltaics Agreement’’) under which SolAero acquired substantially all of the assets, and assumed substantially
all of the liabilities, primarily related to or used in connection with the Company’s Photovoltaics Business, including
EMCORE’s subsidiaries EMCORE Solar Power, Inc. and EMCORE IRB Company, LLC (collectively,
the
‘‘Photovoltaics Business’’ and,
the ‘‘Photovoltaics Asset Sale’’), for
$149.9 million in cash.
the sale of the Photovoltaics Business,
In the fiscal year ended September 30, 2015, EMCORE completed the sale of
the Company’s
telecommunications business (the ‘‘Digital Products Business’’)
to NeoPhotonics Corporation, a Delaware
corporation (‘‘NeoPhotonics’’), pursuant to the Asset Purchase Agreement (the ‘‘Digital Products Agreement’’),
under which NeoPhotonics acquired certain assets, and certain liabilities, related to the Company’s Digital Products
Business for an aggregate purchase price of $17.5 million. On January 2, 2015, EMCORE completed the sale of the
Digital Products Business for $1.5 million in cash and a promissory note in the principal amount of $16.0 million
(the ‘‘Promissory Note’’). On April 16, 2015, EMCORE and NeoPhotonics entered into an agreement to adjust the
purchase price for the Digital Products Business, resulting in an adjusted balance of the Promissory Note of
$15.5 million. On April 17, 2015, NeoPhotonics paid in full the outstanding balance of the Promissory Note of
$15.5 million, plus accrued interest of $0.2 million.
No Photovoltaics Business or Digital Products Business assets or liabilities that were sold remain on the
consolidated balance sheet as of September 30, 2017 or September 30, 2016. The financial results of the
Photovoltaics Business and the Digital Products Business are presented as ‘‘discontinued operations’’ on the
consolidated statements of operations and comprehensive income for the fiscal years ended September 30, 2017,
2016 and 2015. See Note 5 - Discontinued Operations for additional information. The notes to our consolidated
financial statements relate to our continuing operations only, unless otherwise indicated.
Liquidity and Capital Resources
Historically, we have consumed cash from operations and until recently, in most periods we have incurred
operating losses from continuing operations. We have managed our liquidity position through the sale of assets, and
cost reduction initiatives, as well as from time to time in prior periods, borrowings from our Credit Facility and
capital markets transactions.
On December 10, 2014, we completed the sale of our Photovoltaics Business for 150.0 million in cash prior to
working capital adjustments of $0.1 million.
On January 2, 2015, we completed the sale of our Digital Products Business for $1.5 million in cash and an
adjusted Promissory Note balance of $15.5 million. On April 17, 2015, NeoPhotonics paid in full the outstanding
balance of the Promissory Note of $15.5 million, plus accrued interest of $0.2 million.
63
On June 15, 2015, we completed the modified ‘‘Dutch auction’’ tender offer (the ‘‘Tender Offer’’) and purchased
6.9 million shares of our common stock at a purchase price of $6.55 per share, for an aggregate cost of $45.0 million
excluding fees and expenses. Repurchased common stock was recorded to treasury stock. The Company incurred
costs of $0.7 million in connection with the Tender Offer, which were recorded to treasury stock.
As of September 30, 2017, cash and cash equivalents totaled $68.3 million and net working capital totaled
approximately $103.0 million. Net working capital, calculated as current assets minus current liabilities, is a financial
metric we use which represents available operating liquidity. For the fiscal year ended September 30, 2017, we earned
net income of $8.2 million.
NOTE 2. Summary of Significant Accounting Policies
Principles of Consolidation: Our consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (U.S. GAAP) and include the assets,
liabilities, shareholders’ equity, and operating results of the Company and its wholly owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation. We are not the primary
beneficiary of, nor do we hold a significant variable interest in, any variable interest entity.
Use of Estimates: The preparation of consolidated financial statements in conformity with U.S. GAAP requires
us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of revenue and
expenses during the reported period. The accounting estimates that require our most significant, difficult, and/or
subjective judgments include:
•
•
•
•
•
the valuation of inventory and stock-based compensation;
the useful lives of assets and assessment of recovery of long-lived assets;
asset retirement obligations and contingencies, including litigation and indemnification-related;
the allowance for doubtful accounts and warranty accruals; and,
the valuation allowance for deferred tax assets.
We develop estimates based on historical experience and on various assumptions about the future that are
believed to be reasonable based on the best information available to us. Our reported financial position or results of
operations may be materially different under changed conditions or when using different estimates and assumptions,
particularly with respect to significant accounting policies. In the event that estimates or assumptions prove to differ
from actual results, adjustments are made in subsequent periods to reflect more current information.
Concentration of Credit Risk: Financial instruments that may subject us to concentrations of credit risk consist
primarily of cash and cash equivalents and accounts receivable. Our cash and cash equivalents are held in safekeeping
primarily with Wells Fargo. When necessary, we perform credit evaluations on our customers’ financial condition and
occasionally we request deposits in advance of shipping product to our customers. These financial evaluations require
significant judgment and are based on a variety of factors including, but not limited to, current economic trends,
historical payment patterns, bad debt write-off experience, and financial review of the particular customer.
Cash and Cash Equivalents: Cash and cash equivalents consists primarily of bank deposits and highly liquid
short-term investments with a maturity of three months or less at the time of purchase.
Restricted Cash: Restricted cash represents recently deposited cash that is temporarily restricted by our bank in
accordance with the terms of the outstanding credit facility.
Accounts Receivable: We regularly evaluate the collectability of our accounts receivable and maintain
allowances for doubtful accounts for estimated losses resulting from the inability of our customers to meet their
financial obligations to us. The allowance is based on the age of receivables and a specific identification of
receivables considered at risk of collection. We classify charges associated with the allowance for doubtful accounts
as selling, general, and administrative expense.
Inventory: Inventory is stated at the lower of cost or market (first-in, first-out). Inventory that is expected to be
used within the next 12 months is classified as current inventory. We write-down inventory once it has been
determined that conditions exist that may not allow the inventory to be sold for its intended purpose or the inventory
is determined to be excess or obsolete based on assumptions about future demand and market conditions. The charge
64
related to inventory write-downs is recorded as a cost of revenue. We evaluate inventory levels at least quarterly
against sales forecasts on a significant part-by-part basis, in addition to determining its overall inventory risk. We
have incurred, and may in the future incur charges to write-down our inventory. See Note 8 - Inventory in the notes
to the consolidated financial statements for additional information related to our inventory.
Property, Plant, and Equipment: Our property, plant, and equipment are recorded at cost. Plant and equipment
are depreciated on a straight-line basis over the following estimated useful lives of the assets:
Estimated Useful Life
Equipment
Furniture and fixtures
Computer hardware and software
Leasehold improvements
—
—
—
—
three to ten years
five years
five to seven years
three to six years
Leasehold improvements are amortized over the lesser of the asset life or the lease term. Expenditures for repairs
and maintenance are charged to expense as incurred. The costs for major renewals and improvements are capitalized
and depreciated over their estimated useful lives of the related asset. The cost and related accumulated depreciation
of the assets are removed from the accounts upon disposition and any resulting gain or loss is reflected in the
consolidated statement of operations and comprehensive income.
Valuation of Long-lived Assets: Long-lived assets consist primarily of property, plant, and equipment, net. Since
our long-lived assets are subject to amortization, we review these assets for impairment in accordance with the
provisions of Accounting Standards Codification (‘‘ASC’’) 360, Property, Plant, and Equipment. We review
long-lived assets for impairment whenever events or changes in circumstances indicate that its carrying amount may
not be recoverable. Our impairment testing of long-lived assets consists of determining whether the carrying amount
of the long-lived asset (asset group) is recoverable, in other words, whether the sum of the future undiscounted cash
flows expected to result from the use and eventual disposition of the asset (asset group) exceeds its carrying amount.
The determination of the existence of impairment involves judgments that are subjective in nature and may require
the use of estimates in forecasting future results and cash flows related to an asset or group of assets. In making this
determination, we use certain assumptions, including estimates of future cash flows expected to be generated by these
assets, which are based on additional assumptions such as asset utilization, the length of service that assets will be
used in our operations, and estimated salvage values.
Asset Retirement and Environmental Obligations: Pursuant to ASC 410, Asset Retirement and Environmental
Obligations, an asset retirement obligation (‘‘ARO’’ or ‘‘AROs’’) is recorded when there is a legal obligation
associated with the retirement of a tangible long-lived asset and the fair value of the liability can reasonably be
estimated. Upon initial recognition of an asset retirement obligation, a company increases the carrying amount of the
long-lived asset by the same amount as the liability. Over time, the liabilities are accreted for the change in their
present value through charges to operations costs. The initial capitalized costs are depleted over the useful lives of
the related assets through charges to depreciation, and/or amortization. If the fair value of the estimated ARO
changes, an adjustment is recorded to both the ARO and the asset retirement cost. Revisions in estimated liabilities
can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing
of settling ARO liabilities.
We have known asset retirement conditions, such as certain asset decommissioning and restoration of rented
facilities to be performed in the future.
Fair Value of Financial Instruments: We determine the fair value of our financial instruments in accordance with
ASC 820, Fair Value Measurements and Disclosures.
Revenue Recognition: Revenue is recognized upon shipment, provided persuasive evidence of a contract exists,
the price is fixed, the product meets our customer’s specifications, title and ownership have transferred to the
customer, and there is reasonable assurance of collection of the sales proceeds. The majority of our products have
shipping terms that are free on board or free carrier alongside (‘‘FCA’’) shipping point, which means that we fulfill
our delivery obligation when the goods are handed over to the freight carrier at our shipping dock. This means the
customer bears all costs and risks of loss or damage to the goods from that point. We account for shipping and related
transportation costs by recording the charges that are invoiced to customers as revenue, with the corresponding cost
65
recorded as cost of revenue. In those instances where inventory is maintained at a consigned location, revenue is
recognized only when our customer pulls product for use and after title and ownership has transferred to the customer.
Any warranty cost and remaining obligations that are inconsequential or perfunctory are accrued when the
corresponding revenue is recognized.
Distributors: We use a number of distributors around the world and recognize revenue upon shipment of
product to these distributors. Title and risk of loss pass to the distributors upon shipment, and our distributors
are contractually obligated to pay us on standard commercial terms, just like direct customers. We do not sell
to our distributors on consignment and, except in the event of product discontinuance, do not give distributors
a right of return.
Contract Manufacturers: Prior to certain customers accepting product that is manufactured at one of our
contract manufacturers, these customers require that they first qualify the product and manufacturing processes
at our contract manufacturer. The customers’ qualification process determines whether the product manufactured
at our contract manufacturer achieves their quality, performance, and reliability standards. After a customer
completes the initial qualification process, we receive approval to ship qualified product to that customer. As part
of the manufacturing process at our contract manufacturers, the finished product is tested prior to shipment to
the customer using the same criteria that our customer uses to test product it receives. Revenue is recognized
upon shipment of customer-qualified product, provided persuasive evidence of a contract exists, the price is
fixed, the product meets our customer’s specifications, title and ownership have transferred to the customer, and
there is reasonable assurance of collection of the sales proceeds.
Product Warranty Reserves: We provide our customers with limited rights of return for non-conforming
shipments and warranty claims for certain products. Pursuant to ASC 450, Contingencies, we make estimates of
product warranty expense using historical experience rates as a percentage of revenue and accrue estimated warranty
expense as a cost of revenue. We estimate the costs of our warranty obligations based on historical experience of
known product failure rates and anticipated rates of warranty claims, use of materials to repair or replace defective
products, and service delivery costs incurred in correcting product issues. In addition, from time to time, specific
warranty accruals may be made if unforeseen technical problems arise. Should our actual experience relative to these
factors differ from our estimates, we may be required to record additional warranty reserves. Alternatively, if we
provide more reserves than needed, we may reverse a portion of such provisions in future periods.
Litigation Contingencies: We are subject to various legal proceedings, claims, and litigation, either asserted or
unasserted that arise in the ordinary course of business. Professional legal fees are expensed when incurred. We
accrue for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or
assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current
information. Should we fail to prevail in any legal matter or should several legal matters be resolved against the
Company in the same reporting period, then the financial results of that particular reporting period could be
materially affected.
Research and Development: Research and development costs are charged as an expense when incurred.
Stock-Based Compensation: Stock-based compensation expense is measured at the stock option or award grant
date, based on the fair value of the award, and is recorded to cost of revenue, sales, general, and administrative, and
research and development expense based on an employee’s responsibility and function over the requisite service
period. We use the Black-Scholes option-pricing model or the Monte-Carlo lattice model and the straight-line
attribution approach to determine the fair value of stock-based awards in accordance with ASU 2016-09,
Compensation. These option-pricing models require the input of highly subjective assumptions, including the
option’s expected life, the expected volatility of the price of the Company’s common stock, risk-free interest rates
and the expected dividend yield of the Company’s common stock. Stock-based compensation expense is reduced for
forfeitures.
During fiscal year 2017, the Company early adopted Accounting Standards Update (‘‘ASU’’) 2016-09.
ASU 2016-09 introduces targeted amendments intended to simplify the accounting for stock compensation, including
the Company’s election to eliminate the requirements to estimate the number of awards that are expected to vest, and
instead, account for forfeitures when they occur. The new standard requires the change be adopted using the modified
retrospective approach. As such, the Company recorded a cumulative-effect adjustment of $0.2 million to decrease
the September 30, 2016 accumulated deficit and common stock balances.
66
Foreign Exchange: We recognize gains and losses due to the effect of exchange rate changes on foreign currency
primarily due to our operations in China. The assets and liabilities of our foreign operations are translated from their
respective functional currencies into U.S. dollars at the rates in effect at the consolidated balance sheet dates, and the
revenue and expense amounts are translated at the average rate during the applicable periods reflected on the
consolidated statements of operations and comprehensive income. Foreign currency translation adjustments are
recorded as other comprehensive income. Gains and losses from foreign currency transactions denominated in
currencies other than the U.S. dollar, both realized and unrealized, are recorded as foreign exchange (loss) gain on
our consolidated statements of operations and comprehensive income.
Income Taxes: In accordance with ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for
the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their
reported amounts. We record valuation allowances against all deferred tax assets for amounts which are not
considered more likely to be realized.
Comprehensive Income: ASC 220, Comprehensive Income, establishes standards for reporting and display of
comprehensive income and its components in financial statements. It requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be reported in the financial
statement that is displayed with the same prominence as other financial statements. Our comprehensive income
consists of both net income and foreign currency translation adjustments and it is presented in the accompanying
consolidated statements of operations and comprehensive income.
Income (Loss) Per Share: We are required, in periods in which we have net income, to calculate basic and diluted
income per share using the two-class method. The two-class method is required because our unvested restricted stock
awards are considered participating securities as these securities have the right to receive dividends or dividend
equivalents should we declare dividends on our common stock. Under the two-class method, during periods of net
income, net income is first reduced for distributions declared on all classes of securities to arrive at undistributed
earnings. The undistributed earnings are then allocated on a pro-rata basis between the common shareholders and
participating securities holders. The weighted-average number of common shares and participating securities
outstanding during the period is then used to calculate basic and diluted income per share.
In periods in which we have a net loss, basic loss per share is calculated by dividing the loss attributable to
common shareholders by the weighted-average number of common shares outstanding during the period.
NOTE 3. Recent Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements that are of
significance, or of potential significance, to us other than those discussed below:
•
•
In May 2017, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update
(‘‘ASU’’) 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting.
ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be
accounted for as modifications. The new guidance is intended to reduce diversity in practice and result in
fewer changes to the terms of an award being accounted for as a modification. Under ASU 2017-09, an
entity will not apply modification accounting to a share-based payment award if the award’s fair value,
vesting conditions and classification as an equity or liability instrument are the same immediately before
and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the
adoption date. The new guidance is effective for annual periods, beginning after December 15, 2017 and
interim periods within those annual periods. The Company does not expect the adoption of ASU 2017-09
will have a material impact on the Company’s consolidated financial statements.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash
(ASU 2016-18), which provides amendments to current guidance to address the classification and
presentation of changes in restricted cash or restricted cash equivalents. Specifically, there is no guidance
to address how to classify and present changes in restricted cash or restricted cash equivalents that occur
when there are transfers between cash, cash equivalents and restricted cash or restricted cash equivalents
and when there are direct cash receipts into restricted cash or restricted cash equivalents. The new guidance
is effective for annual periods beginning after December 15, 2017 and interim periods within those annual
periods. Early adoption is permitted. This standard requires the use of the retrospective transition method.
67
•
•
The Company early adopted ASU 2016-18 at the beginning of fiscal year 2017. Accordingly, for the fiscal
years ended September 30, 2017, 2016 and 2015, the Company reclassified restricted cash to be presented
with cash and cash equivalents on the consolidated statements of cash flows in the amount of $0.4 million,
$1.0 million and $0.4 million, respectively.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of
Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain
cash receipts and cash payments in the statement of cash flows. This guidance is effective for fiscal years
beginning after December 15, 2017. Early adoption is permitted. The Company early adopted ASU 2016-15
at the beginning of fiscal year 2017, but there was no impact on our Consolidated Financial Statements.
the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718):
In March 2016,
Improvements to Employee Share-Based Payment Accounting. This guidance is effective for annual periods
beginning after December 15, 2016, and interim periods, within those annual periods. Early adoption is
permitted. During fiscal year 2017, the Company early adopted ASU 2016-09. ASU 2016-09 introduces
targeted amendments intended to simplify the accounting for stock compensation, including the Company’s
election to eliminate the requirements to estimate the number of awards that are expected to vest, and
instead, account for forfeitures when they occur. The new standard requires the change be adopted using
the modified retrospective approach. As such, the Company recorded a cumulative-effect adjustment of
$0.2 million to decrease the September 30, 2016 accumulated deficit and common stock balances.
The ASU also requires income tax benefits and deficiencies to be recognized as income tax expense or benefit
in the income statement and the tax effects of exercised or vested awards should be treated as discrete items in the
reporting period in which they occur. The income tax consequences of the new standard did not have an impact on
the consolidated financial statements. Excess tax benefits should be classified along with other income tax cash flows
as an operating activity. The new standard also generally requires presentation of cash paid by the employer for
employee taxes as a financing activity. The Company has historically not withheld shares from employees for any
of their share-based payment awards, and thus, the new standard did not have an impact on the consolidated statement
of cash flows.
•
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 introduces a lessee
model that requires recognition of assets and liabilities arising from qualified leases on the consolidated
balance sheets and disclosure of qualitative and quantitative information about lease transactions. This
guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those
years. The new standard will be effective for our fiscal year beginning October 1, 2019 and early adoption
is permitted.
This update will be applied using a modified retrospective transition approach for leases existing at, or entered
into after, the beginning of the earliest comparative period presented in the financial statements. The Company
anticipates taking advantage of the practical expedient option. The operating lease obligations at September 30, 2017
were approximately $4.3 million. Assuming an average discounted rate of 4% applied to these minimum remaining
rental payments, we estimate that the impact to our balance sheet upon adoption would be within the range of
$1.8 million to $2.8 million due to recognition of the right-of-use asset and lease liability related to current operating
leases. The Company is continuing to evaluate the effect of this update on its consolidated financial statements and
related disclosures.
•
•
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of
Inventory. This standard requires inventory to be measured at the lower of cost and net realizable value. The
guidance clarifies that net realizable value is the estimated selling price in the ordinary course of business,
less reasonably predictable costs of completion, disposal and transportation. This guidance is effective for
fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The new
standard will be effective for our fiscal year beginning October 1, 2017 and early adoption is permitted. We
are currently evaluating the impact of this accounting standard update on our consolidated financial
statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers which will
supersede most current U.S. GAAP guidance on this topic. In April 2016, the FASB issued ASU No. 2016-
10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and
Licensing to clarify two aspects of the guidance within ASU No. 2014-09 on identifying performance
68
obligations and the licensing implementation guidance. Under the new standards, recognition of revenue
occurs when the seller satisfies a performance obligation by transferring to the customer promised goods
or services in an amount that reflects the consideration the entity expects to receive for those goods or
services. The new standard, as amended through December 2016, will be effective for our fiscal year
beginning October 1, 2018 and early adoption is permitted as of October 1, 2017. The standard permits the
use of either the retrospective or cumulative effect transition method. We have established a cross-
functional coordinated implementation team to implement ASU 2014-09. We are in the process of
identifying and implementing changes to our systems, processes and internal controls to meet the reporting
and disclosure requirements.
Upon evaluation, we believe that the key revenue streams will be split between product sales and firm fixed price
contracts, which comprise the majority of our business. Based upon the evaluation completed to date, the Company
believes that the pattern of revenue recognition for these revenue streams will generally be at a point-in-time for
product sales and over a period of time for firm fixed price contracts, which is consistent with current guidance. The
Company does not believe the adoption of ASU 2014-09 will have a material impact on the Company’s financial
statements and related disclosures. As of September 30, 2017, the Company intends to adopt ASU 2014-09 utilizing
a fully retrospective transition approach on October 1, 2018.
NOTE 4. Cash, Cash Equivalents and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the
consolidated balance sheets that sum to the total of the same amounts shown in the audited statements of cash flows:
(in thousands)
As of
September 30,
2017
As of
September 30,
2016
As of
September 30,
2015
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . .
$ 8,054
$60,279
421
$68,754
$ 3,989
$59,916
965
64,870
$
8,162
$103,723
375
112,260
The Company’s restricted cash includes cash balances which are legally or contractually restricted to use. The
Company’s restricted cash is included in current assets as of September 30, 2017, 2016 and 2015.
NOTE 5. Discontinued Operations
Sale of Photovoltaics Business
The following table presents the statements of operations for the discontinued operations of the Photovoltaics
Business:
(in thousands)
For the Fiscal Years Ended September 30,
2017
2016
2015
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense (income). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) income from discontinued operations before income tax
expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) income from discontinued operations, net of tax . . . . . . . . . .
$ —
12
(12)
13
—
—
(25)
—
$(25)
$ —
(159)
159
(868)
—
—
1,027
20
$1,047
$ 12,614
8,245
4,369
2,240
779
86,958
89,866
(28,700)
$ 61,166
69
On December 22, 2015, we settled all of the outstanding rights and obligations of a solar power venture in Spain,
including outstanding non-current receivables, for a payment of $0.7 million. The outstanding non-current
receivables had a net book value of $0 at the time of settlement as they were fully allowed for previously. The
resulting gain was recorded in the discontinued operations of the Photovoltaics Business for the fiscal year ended
September 30, 2016.
Included in discontinued operations of the Photovoltaics Business during the fiscal year ended September 30,
2016 were $0.4 million of New Mexico incentive tax credits received. There were no incentive tax credits received
during the fiscal years ended September 30, 2017 and 2015.
Sale of Digital Products Business
The following table presents the statements of operations for the discontinued operations of the Digital Products
Business:
(in thousands)
For the Fiscal Years Ended September 30,
2017
2015
2016
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expense (income). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognition of previously deferred gain on sale of assets . . . . . . . . . . .
Gain on sale of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from discontinued operations before income tax expense. . .
Income tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$—
—
—
2
—
—
41
39
—
$ —
(500)
500
(292)
3,804
—
—
4,596
4
$11,944
9,107
2,837
2,800
—
1,994
—
2,031
2,175
Income from discontinued operations, net of tax . . . . . . . . . . . . . . . .
$39
$4,600
$ 4,206
In December 2015, we entered into an agreement to terminate our lease and related obligations associated with
a facility in Newark, California which we abandoned effective February 2016 following the sale of the Digital
Products Business. As a result of this agreement, we paid $0.2 million and recorded a gain of $0.3 million on the lease
termination in the discontinued operations of the Digital Products Business during the fiscal year ended September
30, 2016. Also see Note 10 - Accrued Expenses and Other Current Liabilities.
Included in cost of revenue for the fiscal year ended September 30, 2016 is $0.4 million due to a reduction in
expected product warranty liabilities from a settlement associated with the Digital Products Business.
During the fiscal year ended September 30, 2016, we recognized the deferred gain of $3.4 million and reversal
of other liabilities of $0.4 million, that had been recorded as of September 30, 2015, resulting in a credit of
$3.8 million to deferred gain on sale of assets within discontinued operations of the Digital Products Business as the
result of the favorable ruling from the Sumitomo Electric Industries, LTD (‘‘SEI’’) arbitration. Also see Note 13-
Commitments and Contingencies.
NOTE 6. Fair Value Accounting
ASC Topic 820 (‘‘ASC 820’’), Fair Value Measurements, establishes a valuation hierarchy for disclosure of the
inputs to valuation techniques used to measure fair value. This standard describes a fair value hierarchy based on
three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used
to measure fair value:
•
•
•
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are
observable for the assets or liabilities, either directly or indirectly, through market corroboration, for
substantially the full term of the financial instrument.
Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets or liabilities
at fair value.
70
Classification of an asset or liability within this hierarchy is determined based on the lowest level input that is
significant to the fair value measurement.
Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and
minimize the use of unobservable inputs.
Cash consists primarily of bank deposits or highly liquid short-term investments with a maturity of three months
or less at the time of purchase. Restricted cash represents temporarily restricted deposits held as compensating
balances against short-term borrowing arrangements.
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other current assets, and
accounts payable approximate fair value because of the short maturity of these instruments.
NOTE 7. Accounts Receivable
The components of accounts receivable consisted of the following:
(in thousands)
Accounts receivable, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
September 30,
2017
As of
September 30,
2016
$22,287
(22)
$22,265
$18,468
(36)
$18,432
The allowance for doubtful accounts is based on the age of receivables and a specific identification of
receivables considered at risk of collection.
The following table summarizes changes in the allowance for doubtful accounts for the fiscal years ended
September 30, 2017, 2016 and 2015.
Allowance for Doubtful Accounts
(in thousands)
For the Fiscal Years Ended September 30,
2016
2017
2015
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision adjustment - expense, net of recoveries . . . . . . . . . . . . . . .
Write-offs and other adjustments - deductions to receivable
balances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 36
23
(37)
$ 22
$ 462
23
(449)
$ 36
$ 116
556
(210)
$ 462
NOTE 8.
Inventory
The components of inventory consisted of the following:
(in thousands)
As of
September 30,
2017
As of
September 30,
2016
Raw materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in-process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-Current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$15,826
6,586
5,414
$27,826
$25,139
$ 2,686
$16,095
5,687
5,899
$27,681
$24,150
$ 3,531
The non-current inventory balance of $2.7 million and $3.5 million as of September 30, 2017 and September 30,
2016, respectively, is comprised entirely of raw materials which we acquired as part of a last time purchase as a result
of the vendor announcing they would cease manufacturing a part.
71
NOTE 9. Property, Plant, and Equipment, net
The components of property, plant, and equipment, net consisted of the following:
(in thousands)
As of
September 30,
2017
As of
September 30,
2016
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Computer hardware and software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant, and equipment, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 31,507
1,109
2,974
2,330
4,539
$ 42,459
(25,824)
$ 28,247
1,109
2,860
1,896
1,779
35,891
(23,678)
Property, plant, and equipment, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 16,635
$ 12,213
Depreciation expense totaled $3.7 million, $2.4 million and $2.1 million during the fiscal years ended
September 30, 2017, 2016 and 2015, respectively.
Impairment Testing
In March 2017,
in connection with the transition of our manufacturing operations in China to a new
manufacturing facility in China, we identified equipment with a net book value of approximately $0.6 million that
would no longer be utilized after the completion of the move later in fiscal year 2017. After taking into consideration
the costs of disposal and estimated net funds from the sale of the equipment of approximately $0.1 million, we
recorded a charge to impairments of approximately $0.5 million in the fiscal year ended September 30, 2017.
As of September 30, 2016, we determined no impairment triggers were present, and therefore, an impairment
test was not performed.
As of September 30, 2015, we performed an impairment test on long-lived assets. The impairment test was
triggered by continued losses from operations realized in fiscal year 2015. The impairment testing indicated that no
impairment existed and that future undiscounted cash flows exceeded the carrying value.
NOTE 10. Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities consisted of the following:
(in thousands)
As of
September 30,
2017
As of
September 30,
2016
Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Severance and restructuring accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$3,904
684
653
20
2,920
628
1,016
$9,825
$3,628
871
761
38
944
642
800
$7,684
Compensation: Compensation is primarily comprised of accrued employee salaries, taxes and benefits.
Income and other taxes: For the fiscal year ended September 30, 2017, the Company recorded approximately
$0.2 million of income tax expense from continuing operations and $0 of income tax benefit within income from
discontinued operations. For the fiscal year ended September 30, 2016, the Company recorded $14,000 of income
tax expense from continuing operations income and $24,000 of income tax benefit within income from discontinued
operations. For the fiscal year ended September 30, 2015, the Company recorded $2.2 million of income tax benefit
from continuing operations losses and $26.5 million of income tax expense within income from discontinued
72
operations. The income tax expense within discontinued operations includes estimated alternative minimum tax and
other adjustments prescribed by ASC 740 in allocating expected annual income tax expense (benefit) between
continuing operations and discontinued operations.
Severance and restructuring accruals: In connection with the abandonment of our Newark, California facility
following the closing of the sale of the Digital Products Business, we accrued for the remaining lease costs through
the lease termination in May 2016. In December 2015, we entered into an agreement to terminate this lease and
related obligations, including AROs, as of February 2016 for a payment of $0.2 million. As a result of the agreement,
we recorded a gain of $0.3 million on the lease termination. The resulting gain was recorded in the discontinued
operations of the Digital Products Business for the fiscal year ended September 30, 2016. See Note 4 - Discontinued
Operations.
On June 7, 2016, the Company’s former Chief Financial Officer (‘‘CFO’’) notified the Company that he would
resign as the Company’s CFO, effective as of June 20, 2016 (the ‘‘Separation Date’’). The Company and the former
CFO entered into a separation agreement and general release, dated June 7, 2016 (the ‘‘Separation Agreement’’),
which includes mutual releases by the former CFO and the Company of all claims related to his employment and
service relationship with, and termination of employment and service from, the Company. The Separation Agreement
provides for, among other things, the continuation of his base salary for 64 weeks, benefits for 16 months,
outplacement services for a period of not more than 1 year and with a value not in excess of $15,000 and immediate
vesting of all his outstanding non-vested equity awards, other than his most recent equity award. These payments are
not contingent upon any future service by the former CFO. The Company recorded a charge of approximately
$0.4 million in the fiscal year ended September 30, 2016 related to this Separation Agreement.
In an effort to better align our current and future business operations, in May 2016 the Company announced a
reduction in its workforce by approximately 30 individuals and recorded a charge for severance for the affected
employees in the amount of $0.3 million in the fiscal year ended September 30, 2016. In November 2016, the
Company announced an additional reduction in the workforce of approximately 5 individuals and recorded a charge
of $0.2 million in the fiscal year ended September 30, 2017 related to the outsourcing of our satellite communications
assembly operations. In September 2017, the Company announced it would be closing its Ivyland, Pennsylvania
location during fiscal year 2018 and reducing its workforce by approximately 11 individuals and recorded a charge
for severance for the affected employees in the amount of $0.3 million in the fiscal year ended September 30, 2017.
In March 2017, the Company announced an additional workforce reduction of approximately 14 individuals and
recorded a charge of $0.1 million in the fiscal year ended September 30, 2017 related to the outsourcing of our wafer
fabrication lab. During the fiscal year ended September 30, 2017, the Company recorded an additional charge of
$0.4 million for six additional individuals related to the March 2017 workforce reduction. Also, in March 2017, in
connection with our opening of a new manufacturing facility in China to reduce costs and improve efficiency later
in fiscal year 2017, we accrued for a workforce reduction of approximately 265 individuals and recorded a charge
of $0.5 million in the fiscal year ended September 30, 2017. During the fiscal year ended September 30, 2017, the
Company recorded an additional charge of $0.4 million for the workforce reduction of 72 additional individuals
related to the opening of our new manufacturing facility in China.
Our severance and restructuring-related accruals specifically relate to the separation agreements and reductions
in force discussed above and non-cancelable obligations associated with an abandoned leased facility. Expense
related to severance and restructuring accruals is included in selling, general, and administrative expense on our
statements of operations and comprehensive income. The following table summarizes the changes in the severance
accrual account:
(in thousands)
Severance-related
accruals
Restructuring-
related accruals
Balance as of September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense - charged to accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments and accrual adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expense - charged to accrual . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments and accrual adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,110
728
(1,196)
$
642
1,994
(2,008)
$
628
$ 338
—
(338)
$ —
—
—
$ —
Total
$ 1,448
728
(1,534)
$
642
1,994
(2,008)
$
628
73
Warranty: The following table summarizes the changes in our product warranty accrual accounts:
Product Warranty Accruals
(in thousands)
Balance at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for product warranty - expense . . . . . . . . . . . . . . . . . . . . . .
Adjustments and utilization of warranty accrual. . . . . . . . . . . . . . . . .
Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the Fiscal Years Ended September 30,
2016
2017
2015
$ 871
573
(760)
$ 684
$ 1,664
376
(1,169)
$
871
$ 2,816
838
(1,990)
$ 1,664
NOTE 11. Credit Facilities
On November 11, 2010, we entered into a Credit and Security Agreement (the ‘‘Credit Facility’’) with Wells
Fargo Bank, N.A.. The Credit Facility is secured by the Company’s assets and is subject to a borrowing base formula
based on the Company’s eligible accounts receivable, inventory, and machinery and equipment accounts.
On November 10, 2015, we entered into a Seventh Amendment of the Credit Facility which extended the
maturity date of the facility to November 2018. On July 27, 2017, we entered into a Ninth Amendment of the Credit
Facility which adjusted the interest rate to LIBOR plus 1.75%. The Credit Facility currently provides us with a
revolving credit line of up to $15.0 million that can be used for working capital requirements, letters of credit, and
other general corporate purposes.
As of September 30, 2017, there were no amounts outstanding under this Credit Facility and the Company was
in compliance with all financial covenants. Also, as of September 30, 2017, the Credit Facility had approximately
$0.5 million reserved for one outstanding stand-by letter of credit and $8.0 million available for borrowing. As of
November 30, 2017, there was no outstanding balance under this Credit Facility.
NOTE 12. Income and other Taxes
The Company’s income (loss) from continuing operations before income taxes consisted of the following:
Income (loss) from continuing operations before income taxes
(in thousands)
For the Fiscal Years Ended September 30,
2016
2015
2017
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income taxes. . . . . . .
$10,632
(2,248)
$ 8,384
$1,735
898
$2,633
$(5,713)
1,250
$(4,463)
The Company’s income tax expense (benefit) consisted of the following:
Income tax expense (benefit)
(in thousands)
Federal:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign:
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the Fiscal Years Ended September 30,
2017
2015
2016
$135
—
135
28
—
28
—
—
—
$ —
—
—
(117)
—
(117)
131
—
131
$ —
(1,835)
(1,835)
—
(356)
(356)
—
—
—
Total income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$163
$ 14
$(2,191)
74
EMCORE Corporation is incorporated in the state of New Jersey. A reconciliation of the provision for income
taxes, with the amount computed by applying the statutory U.S. federal and state income tax rates to continuing
operations income before provision for income taxes is as follows:
Provision for Income Taxes
(in thousands)
For the Fiscal Years Ended September 30,
2016
2015
2017
Income tax benefit computed at U.S. federal statutory rate . . . . . . . . . .
State tax expense benefit, net of U.S. federal effect. . . . . . . . . . . . . . . .
Foreign tax rate differential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect due to change in tax rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Windfall from stock based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State net operating loss carryforward adjustment . . . . . . . . . . . . . . . . . .
Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 2,841
414
229
2,528
(150)
126
933
(6,758)
$
163
$
896
(41)
(94)
626
—
(57)
685
(2,001)
$
14
$(1,518)
(356)
(269)
—
—
108
—
(156)
$(2,191)
Effective tax rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.9%
0.5%
49.1%
Significant components of our deferred tax assets are as follows:
Deferred Tax Assets
(in thousands)
Deferred tax assets:
Federal net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed assets and intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of
September 30,
2017
As of
September 30,
2016
$ 144,455
587
3,211
2,037
8
249
4,525
2,367
349
136
927
$ 147,449
51
3,062
2,614
14
328
7,009
3,334
896
124
728
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158,851
(158,851)
165,609
(165,609)
Net deferred tax assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
—
$
—
At September 30, 2014, the Company determined that it was more likely than not that certain deferred tax assets
would be realized upon the sale of the Photovoltaic Business in fiscal year 2015. As a result, a net deferred tax
valuation allowance release of $24.6 million was recorded as an income tax benefit during fiscal year 2014. The sale
of the Photovoltaic Business closed on December 10, 2014 and the Company realized a gain on the transaction.
During the fiscal year ended September 30, 2015, the Company utilized the $24.6 million of deferred tax assets.
The Company paid alternative minimum taxes of $0.6 million during the fiscal year ended September 30, 2015 and
the remaining income tax expense will be offset mainly through utilization of $24.1 million of capital loss and
utilization of net operating loss carry forwards.
For the fiscal years ended September 30, 2017, 2016 and 2015, the Company recorded income tax (expense)
benefit from continuing operations of approximately $(0.2) million, $0 and $2.2 million, respectively. For the fiscal
years ended September 30, 2017, 2016 and 2015, the Company recorded income tax benefit (expense) from
discontinued operations of approximately $0, $24,000 and $(26.5) million, respectively. Income tax expense is
comprised of estimated alternative minimum tax allocated between continuing operations and discontinued
operations as prescribed by ASC 740 and foreign tax expense included within continuing operations.
75
For the fiscal years ended September 30, 2017, 2016 and 2015, the effective tax rate on continuing operations
was 1.9%, 0.5%, and 49.1%, respectively. The higher tax rate for fiscal year 2017 was primarily due to higher
alternative minimum tax as a result of the increase in net income. The lower tax rate for fiscal year 2016 was
primarily due to permanent differences, state tax benefits, foreign tax rate differentials and changes in the Company’s
results in the current year as compared to the prior year. The higher tax rate for fiscal year 2015 was primarily due
to permanent differences, state tax benefits and foreign tax rate differentials. The Company uses estimates to forecast
the results from continuing operations for the current fiscal year as well as permanent differences between book and
tax accounting.
We have not provided for U.S. federal and state income taxes on non-U.S. subsidiaries’ undistributed earnings
as of September 30, 2017 because we plan to indefinitely reinvest the unremitted earnings of our non-U.S.
subsidiaries.
All deferred tax assets have a full valuation allowance at September 30, 2017. However, on a quarterly basis,
the Company will evaluate the positive and negative evidence to assess whether the more likely than not criteria,
mandated by ASC 740, has been satisfied in determining whether there will be further adjustments to the valuation
allowance.
During the fiscal year ended September 30, 2017, we increased previously unrecognized tax benefits by
$0.1 million related to foreign taxes. During the fiscal years ended September 30, 2016 and 2015, we decreased
previously unrecognized tax benefits by $0.1 million and $0.2 million, respectively. Of the fiscal year 2016 amount
of unrecognized tax benefits, $112,800 was recognized in income tax expense from continuing operations and
$12,000 was recognized in income tax expense from discontinued operations. Of the fiscal year 2015 amount,
$0.1 million was recognized in income tax benefit from continuing operations and $0.1 million was recognized in
income tax expense from discontinued operations. As of September 30, 2017 and September 30, 2016, we had
approximately $0.3 million of interest and penalties accrued as tax liabilities on our balance sheet.
As of September 30, 2017, the Company had net operating loss carryforwards for U.S. federal income tax
purposes of approximately $424.9 million which begin to expire in 2021. As of September 30, 2017, the Company
had foreign net operating loss carryforwards of $2.3 million which begin to expire in 2021, as well as state net
operating loss carryforwards of approximately $52.5 million which begin to expire in 2018. As of September 30,
2017, the Company also had tax credits (primarily foreign income and U.S. research and development tax credits)
of approximately $3.2 million. The research credits will begin to expire in 2018. Utilization of net operating loss and
tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations set forth
in Internal Revenue Code Section 382 and similar state provisions. The Company prepared an Internal Revenue Code
382 analysis to determine the annual limitations on the Company’s consolidated net operating loss carryforwards. As
a result of the $424.9 million of U.S. net operating loss carryforwards, approximately $226.5 million is subject to an
annual limitation and $198.4 million of the net operating losses are not subject to an annual limitation. Such annual
limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization.
The Company’s Board of Directors has adopted a Tax Benefits Preservation Plan (the ‘‘Rights Plan’’) to help
preserve the value of our net operating losses and tax credit carryforwards by reducing the risk of limitation of these
deferred tax assets. The Rights Plan was approved by the Company’s shareholders on March 10, 2015. On
September 26, 2017, the Company extended the final expiration date of the rights contained therein from October 3,
2107 to October 3, 2018 (subject to earlier expiration as described in the Rights Plan). The Company expects to
submit the extension of the Rights Plan to shareholders for approval at the Company’s 2018 annual meeting of
shareholders. The Rights Plan is intended to reduce the likelihood that the Company will experience an ownership
change for purposes of Internal Revenue Code Section 382 by discouraging any person or group from becoming a
‘‘5% shareholder’’ or increasing their ownership of the Company’s common stock if they are already a
‘‘5% shareholder.’’
76
A reconciliation of the beginning and ending amount of unrecognized gross tax benefits is as follows:
Unrecognized Gross Tax Benefit
(in thousands)
Balance as of September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments based on tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance as of September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments based on tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 413
—
(125)
288
131
—
Balance as of September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 419
We believe that it is reasonably possible that all of the uncertain tax position will be paid or settled within the
next 12 months. We file income tax returns in the U.S. federal, state, and local jurisdictions. In April 2015 the IRS
completed its exam of the September 30, 2012 tax return and the Company was notified there were no changes to
the originally filed return. There are no state income tax returns under examination. The following tax years remain
open to assessment for each of the more significant jurisdictions where we are subject to income taxes: after fiscal
year 2013 for the U.S. federal, after fiscal year 2012 for the State of New Mexico, and after fiscal year 2012 for the
state of California.
Included in discontinued operations during the fiscal years ended September 30, 2016 and 2015 were
$0.4 million and $0.2 million, respectively, of New Mexico incentive tax credits received. The amount received was
allocated to cost of goods sold, selling, general and administrative and research and development expense primarily
based on the number of employees allocated to the related departments. These credits resulted in cash refunds and
a reduction of future payroll and compensation taxes. There was no incentive tax credit received during the fiscal year
ended September 30, 2017.
NOTE 13. Commitments and Contingencies
Leases: Estimated future minimum lease payments under non-cancelable operating leases with an initial or
remaining term of one year or more are $0.8 million, $0.8 million, $0.8 million, $0.6 million, and $1.3 million for
the fiscal years ended September 30, 2018, 2019, 2020, 2021 and 2022 and thereafter, respectively.
Operating Lease Obligations: We lease certain facilities and equipment under non-cancelable operating leases.
Operating lease amounts exclude renewal option periods, property taxes, insurance, and maintenance expenses on
leased properties. Our facility leases typically provide for rental adjustments for increases in base rent (up to specific
limits), property taxes, insurance, and general property maintenance that would be recorded as rent expense. Rent
expense was $1.4 million, $1.4 million and $1.3 million for the fiscal years ended September 30, 2017, 2016 and
2015, respectively. There are no off-balance sheet arrangements other than our operating leases.
Asset Retirement Obligation: The Company recognizes its estimate of the fair value of its ARO in the period
incurred in long-term liabilities. The fair value of the ARO is also capitalized as property, plant and equipment.
The fair value of our ARO was estimated by discounting projected cash flows over the estimated life of the
related assets using credit adjusted risk-free rates which ranged from 1.20% to 4.20%. See the discussions below
regarding ARO settlements during the fiscal years ended September 30, 2017 and 2016. There was no ARO settled
during the fiscal year ended September 30, 2015. Accretion expense of $0.1 million was recorded during the fiscal
years ended September 30, 2017, 2016 and 2015.
EMCORE leases its primary facility in Alhambra, California covering six buildings where manufacturing,
research and development, and general and administrative work is performed. Several leases related to these facilities
expired in 2011, and were being maintained on a month-to-month basis. In September 2017, a new lease for four of
the six buildings was signed, which was effective on October 1, 2017. The new lease extends the terms of the lease
for three years plus a three year option to extend the lease through September 2023. In connection with the lease
agreement, the Company has recorded an ARO liability at September 30, 2017 and 2016 of $1.6 million and
$1.5 million, respectively.
77
The Company’s ARO consists of legal requirements to return the existing leased facilities to their original state
and certain environmental work to be performed due to the presence of a manufacturing fabrication operation and
significant changes to the facilities over the past thirty years.
During the fiscal year ended September 30, 2017, in connection with the Company moving to a new
manufacturing facility in China, the lease and related obligations, including ARO, at the former China facility was
terminated, resulting in no payment by the Company. As a result of this agreement, the Company reduced its
ARO associated with the former China facility by $45,000.
During the fiscal year ended September 30, 2016, the Company entered into an agreement to terminate the lease
and related obligations, including ARO, in Newark, California for a one-time settlement payment of $0.2 million. As
a result of this agreement and payment, the Company reduced its ARO associated with the Newark facility by
$0.3 million.
In May 2016, which was retroactively effective on February 1, 2016, the Company entered into a five year lease
agreement for facilities in Beijing, China where some manufacturing work is to be performed. In connection with the
lease agreement, the Company has recorded an ARO liability in the amount of $50,000 and $48,000 at September
30, 2017 and 2016, respectively.
The following table summarizes ARO activity:
Asset Retirement Obligations
(in thousands)
Balance at September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accretion expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revision in estimated cash flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30,
2017
$1,618
65
(45)
$1,638
Indemnifications: We have agreed to indemnify certain customers against claims of infringement of intellectual
property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under
these indemnification obligations. In March 2012, we entered into a Master Purchase Agreement with SEI, pursuant
to which we agreed to sell certain assets and transfer certain obligations. Under the terms of the Master Purchase
Agreement, we agreed to indemnify SEI for up to $3.4 million of potential claims and expenses for the two-year
period following the sale and we recorded this amount as a deferred gain on our balance sheet as a result of these
contingencies.
On September 23, 2014, SEI filed for arbitration against EMCORE, in accordance with the terms of the Master
Purchase Agreement between the parties. SEI was seeking $47.5 million from EMCORE, relating to numerous
claims. On April 12, 2016, the International Court of Arbitration tribunal rejected SEI’s claims. The panel ruled that
EMCORE owed SEI none of the amounts SEI sought in the arbitration and that the Company was entitled to collect
the $1.9 million held in escrow, which was received in June 2016. The Company was also entitled to recover
$2.6 million in fees and costs from SEI, which was received in June 2016. During the fiscal year ended September
30, 2016, we recognized a gain associated with the release of $3.4 million of previously recorded gain associated with
the sale of assets and reversal of other liabilities of $0.4 million, resulting in a credit of $3.8 million to recognition
of previously deferred gain on sale of assets within discontinued operations of the Digital Products Business. During
the fiscal year ended September 30, 2016, we recognized the $2.6 million recovery of previously incurred litigation
fees and costs incurred by EMCORE within operating income as such represented the recovery of previously incurred
legal expenses. See Note 4 - Discontinued Operations.
Legal Proceedings: We are subject to various legal proceedings, claims, and litigation, either asserted or
unasserted, that arise in the ordinary course of business. While the outcome of these matters is currently not
determinable, we do not expect the resolution of these matters to have a material adverse effect on our business,
financial position, results of operations, or cash flows. However, the results of these matters cannot be predicted with
certainty. Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are
probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results,
adjustments are made in subsequent periods to reflect more current information. Should we fail to prevail in any legal
matter or should several legal matters be resolved against the Company in the same reporting period, then the
financial results of that particular reporting period could be materially affected.
78
a) Intellectual Property Lawsuits
We protect our proprietary technology by applying for patents where appropriate and, in other cases, by
preserving the technology, related know-how and information as trade secrets. The success and competitive position
of our product lines are impacted by our ability to obtain intellectual property protection for our research and
development efforts. We have, from time to time, exchanged correspondence with third parties regarding the assertion
of patent or other intellectual property rights in connection with certain of our products and processes.
b) Mirasol Class Action
On December 15, 2015, Plaintiff Christina Mirasol (‘‘Mirasol’’), on her own behalf and on behalf of a putative
class of similarly situated individuals composed of current and former non-exempt employees of the Company
working in California since December 15, 2011, filed a complaint against the Company in the Superior Court of
California, Los Angeles County (the ‘‘Court’’). The complaint alleged seven causes of action related to: (1) failure
to pay overtime; (2) failure to provide meal periods; (3) failure to pay minimum wages; (4) failure to timely pay
wages upon termination; (5) failure to provide compliant wage statements; (6) unfair competition under the California
Business and Professions Code § 17200 et seq.; and (7) penalties under the Private Attorneys General Act. The claims
were premised primarily on the allegation that Mirasol and the putative class members were not provided with their
legally required meal periods. Mirasol sought recovery on her own behalf and on behalf of the putative class in an
unspecified amount for compensatory and liquidated damages as well as for declaratory relief, injunctive relief,
statutory penalties, pre-judgment interest, costs and attorneys’ fees.
In exchange for a one-time cash payment offered by the Company, certain current and former employees
previously agreed to release the Company from all potential claims related to the matters alleged in the Mirasol
lawsuit. The Company had recorded an accrual for these amounts at September 30, 2016 that was not material to the
Company’s results of operations, financial condition or cash flows, which had been recorded within Operating
Expenses for the fiscal year ended September 30, 2016. On January 6, 2017, the Company and Mirasol agreed to a
class action settlement of $0.3 million with regards to all outstanding claims. The parties have agreed to a formal
settlement agreement, which was preliminarily approved by the Court, and will require final Court approval. As of
September 30, 2017, the $0.3 million settlement remains outstanding. During the fiscal year ended September 30,
2017, the Company recorded an accrual of $0.2 million within Operating Expenses related to the settlement.
c) Mirasol Wrongful Termination Lawsuit
In August 2016, EMCORE was served with a second lawsuit by former employee Mirsaol, in the Superior Court
of Los Angeles alleging that the Company violated California’s employment laws in terminating her employment in
November 2015. By her complaint, Mirasol asserted five causes of action: (1) wrongful termination in violation of
public policy; (2) discrimination on the basis of disability and/or medical condition; (3) failure to accommodate;
(4) failure to engage in the interactive process; and (5) intentional infliction of emotional distress. On September 26,
2016, Mirasol dismissed the fifth cause of action for intentional infliction of emotional distress. Mirasol alleged that
EMCORE wrongfully terminated her at the conclusion of a Family and Medical Act leave, without engaging in the
interactive process of offering to provide her with reasonable accommodations. The plaintiff sought general, special,
and punitive damages. On January 6, 2017, the Company and Mirasol agreed to a settlement of $50,000 with regards
to all outstanding claims. This amount was paid as of September 30, 2017.
NOTE 14. Equity
Equity Plans
We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based
awards. We maintain three equity incentive compensation plans, collectively described below as our ‘‘Equity Plans’’:
•
•
•
the 2000 Stock Option Plan,
the 2010 Equity Incentive Plan (‘‘2010 Plan’’), and
the 2012 Equity Incentive Plan (‘‘2012 Plan’’).
We issue new shares of common stock to satisfy awards issued under our Equity Plans.
The Board of Directors (the ‘‘Board’’) of the Company previously approved, subject to stockholder approval,
amendments to the 2012 Plan that would, among other changes, (1) increase the limit on the aggregate number of
shares of common stock that may be delivered pursuant to awards granted under the 2012 Plan by 2,400,000 shares
79
to a new aggregate share limit of 5,301,366 shares; (2) extend the ability to grant performance-based awards under
the 2012 plan through the first annual meeting of shareholders that occurs in 2022; (3) extend the term of the
2012 Plan until March 17, 2027; (4) increase the annual limits on the number of different types of awards that may
be granted to an individual under the 2012 Plan, so a participant may receive (a) a maximum of 200,000 stock
options, 200,000 stock appreciation rights, 200,000 shares of restricted stock, 200,000 restricted stock units,
200,000 stock purchase rights and 200,000 share awards in any fiscal year of the Company, (b) in connection with
their initial year of service, up to an additional 400,000 stock options, 400,000 stock appreciation rights,
400,000 shares of restricted stock, 400,000 restricted stock units, 400,000 stock purchase rights and 400,000 share
awards, and (c) a maximum of $1,000,000 in cash earned in connection with the grant of performance units in any
fiscal year; and (5) require all awards granted under the Amended 2012 Plan to have a minimum vesting period of
one year and require that no award may vest earlier than the first anniversary of the grant date of the award, subject
to limited exception. The Company’s stockholders approved the amendments to the 2012 Plan on March 17, 2017.
Stock Options
Most of our stock options vest and become exercisable over a four to five year period and have a contractual
life of 10 years. Certain stock options awarded are intended to qualify as incentive stock options pursuant to Section
422A of the Internal Revenue Code.
The following table summarizes stock option activity under the Equity Plans for fiscal year ended September
30, 2017:
Weighted
Average
Exercise
Price
Weighted Average
Remaining
Contractual Life
(in years)
Aggregate
Intrinsic Value(*)
(in thousands)
Number of
Shares
Outstanding as of September 30, 2016 . . . . . . . . . . . . . . .
750,338
$16.84
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(157,879)
(7,936)
(257,725)
Outstanding as of September 30, 2017 . . . . . . . . . . . . . . .
326,798
—
$ 3.38
$ 4.83
$22.03
$19.54
Exercisable as of September 30, 2017. . . . . . . . . . . . . . . .
282,378
$21.88
Vested and expected to vest as of September 30, 2017 . .
326,798
$19.54
$920
$295
$138
$295
1.94
0.99
1.94
(*)
Intrinsic value for stock options represents the ‘‘in-the-money’’ portion or the positive variance between a stock
option’s exercise price and the underlying stock price. For the fiscal years ended September 30, 2016 and 2015,
the intrinsic value of options exercised was $87,000 and $0.3 million, respectively.
As of September 30, 2017, there was approximately $0.1 million of unrecognized stock-based compensation
expense related to non-vested stock options granted under the Equity Plans which is expected to be recognized over
an estimated weighted average life of 2.8 years.
With the dividend of $1.50 per share declared on July 5, 2016, payable to shareholders of record as of the close
of business on July 18, 2016 and paid by the Company on July 29, 2016, the number of shares subject to all
outstanding options as of that dividend payable date and the exercise price of each such options were equitably and
proportionately adjusted to preserve the intrinsic value of the outstanding awards in accordance with the original
terms of the options. The impact of the dividend adjustment to outstanding options as of the dividend payable date
has increased the exercisable, vested and expected to vest shares in the above table.
On December 10, 2014, in connection with the sale of the Photovoltaics Business, which constituted a change
in control under the equity plans, the terms of approximately 56,000 stock options for approximately 80 employees
were modified to include accelerated vesting effective as of that date. The total incremental benefit resulting from
the modifications was approximately $0.2 million and is included in the Company’s income from discontinued
operations, net of tax, for the fiscal year ended September 30, 2015.
80
Valuation Assumptions
There were no stock option grants for the fiscal year ended September 30, 2017. The fair value of each stock
option grant for the fiscal years ended September 30, 2016 and 2015, excluding the adjustment for a special dividend
paid in July 2016, was estimated on the date of grant using the Black-Scholes option valuation model, adhering to
the straight-line attribution approach using the following weighted-average assumptions, of which the expected term
and stock price volatility rate are highly subjective:
Black-Scholes weighted average assumptions:
Expected dividend rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock price volatility rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
For the Fiscal Years Ended September 30,
2016
2017
2015
—%
—%
—%
—
—%
60.9%
1.6%
6.0
—%
66.1%
1.8%
6.0
Weighted average grant date fair value per share of stock options
granted: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$—
$3.40
$3.73
Expected Dividend Yield: The Black-Scholes valuation model calls for a single expected dividend rate as an
input. Although we paid a special dividend in July 2016, no dividend rate was assumed in the valuation.
Expected Stock Price Volatility Rate: The fair values of stock-based payments were calculated using the
Black-Scholes valuation method with a volatility factor based on our historical common stock prices.
Risk-Free Interest Rate: The risk-free interest rate used in the Black-Scholes valuation method was based on the
implied yield that was available on U.S. Treasury zero-coupon notes with an equivalent remaining term. Where the
expected terms of stock-based awards do not correspond with the terms for which interest rates are quoted, we
performed a straight-line interpolation to determine the rate from the available maturities.
Expected Term: Expected term represents the period that our stock-based awards are expected to be outstanding
and was determined based on historical experience of similar awards, giving consideration to the contractual terms
of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes
to the terms of stock-based awards.
Restricted Stock
Restricted stock units (‘‘RSUs’’) and restricted stock awards (‘‘RSAs’’) granted to employees under the
2010 Plan and 2012 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior
to the lapse of the restrictions. RSUs are not considered issued or outstanding common stock until they vest. RSAs
are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions
are not satisfied.
The following table summarizes the activity related to RSUs and RSAs for the fiscal year ended September 30,
2017:
Restricted Stock Activity
Restricted Stock Units
Restricted Stock Awards
Number of
Shares
Weighted Average Grant
Date Fair Value
Number of
Shares
Weighted Average Grant
Date Fair Value
Non-vested as of September 30, 2016 . . . . .
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled. . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . .
878,416
307,509
(357,013)
(8,154)
(42,674)
Non-vested as of September 30, 2017 . . . . .
778,084
$4.25
$8.44
$4.15
$5.50
$4.66
$5.91
—
8,154
—
—
—
8,154
$0.00
$8.20
$0.00
$0.00
$0.00
$8.20
As of September 30, 2017, there was approximately $3.4 million of remaining unamortized stock-based
compensation expense associated with RSUs, which will be expensed over a weighted average remaining service
period of approximately 2.3 years. The 0.8 million outstanding non-vested and expected to vest RSUs have an
81
aggregate intrinsic value of approximately $6.4 million and a weighted average remaining contractual term of
1.3 years. For the fiscal years ended September 30, 2017, 2016 and 2015 the intrinsic value of RSUs vested were
approximately $3.4 million, $1.6 million and $4.6 million, respectively. For the fiscal years ended September 30,
2016 and 2015, the weighted average grant date fair value of RSUs granted was $5.53 and $5.38, respectively.
As of September 30, 2017, there was approximately $0.1 million of remaining unamortized stock-based
compensation expense associated with RSAs, which will be expensed over a weighted average remaining service
period of approximately 3.0 years.
In connection with the appointment of Mr. Jikun Kim as the Company’s Chief Financial Officer on June 20,
2016, he was granted a time based equity award of 150,000 RSUs that are scheduled to vest in five equal annual
installments on each of the first five anniversaries of his hiring date.
On October 18, 2016, the Company granted 70,000 RSUs with a grant date fair value of $0.4 million to its CEO,
Jeffrey Rittichier, that will vest in 4 equal annual installments beginning on October 18, 2017.
On September 29, 2017, the Company amended the October 18, 2016 grant of 70,000 RSUs by (i) reducing
17,500 of the 70,000 RSUs that are schedule to vest on October 18, 2020 to 9,346 RSUs that are scheduled to vest
as of that same date, resulting in a new total of 61,846 RSUs granted pursuant to this award and (ii) issuing
Mr. Rittichier 8,154 RSAs that were originally subject to the RSA award and that had a grant date fair value of
$0.1 million that are scheduled to vest on October 18, 2020.
With the dividend of $1.50 per share declared on July 5, 2016, payable to shareholders of record as of the close
of business on July 18, 2016 and paid by the Company on July 29, 2016, the number of shares subject to all
outstanding RSUs as of the dividend payable date was equitably and proportionately adjusted to preserve the intrinsic
value of the outstanding awards in accordance with the original terms of the awards. The impact of the dividend
adjustment to outstanding RSUs as of the dividend payable date has increased the non-vested RSUs outstanding and
the expected to vest RSUs as disclosed in the above table.
On December 10, 2014, in connection with the sale of the Photovoltaics Business, which constituted a change
in control, the terms of approximately 147,000 RSUs for approximately 80 employees were modified to include
accelerated vesting effective as of that date. The total incremental expense resulting from the modifications was
approximately $49,000 and is included in the Company’s income from discontinued operations, net of tax, for the
fiscal year ended September 30, 2015. In total, approximately 0.3 million RSU’s vested due to change in control
provisions.
On June 24, 2016, in connection with the resignation of the Company’s former CFO, Mark Weinswig,
approximately $0.3 million of stock compensation expense was recorded for acceleration of some and cancellation
of other restricted stock units. See Note 10 - Accrued Expenses and Other Current Liabilities for additional
information.
Performance Stock
Performance based restricted stock units (‘‘PSUs’’) and performance based shares of restricted stock (‘‘PRSAs’’)
granted to employees under the 2012 Plan typically vest over 1 to 3 years and are subject to forfeiture if employment
terminates prior to the lapse of the restrictions. PRSAs are considered issued and outstanding on the grant date and
are subject to forfeiture if specified vesting conditions are not satisfied. PSUs and PRSAs are not considered issued
or outstanding common stock until they vest. PSUs that are granted to our executive officers and key employees are
provided as long-term incentive compensation that is based on relative total shareholder return, which measures our
performance against that of our competitors.
On October 18, 2016, the Company granted our CEO, Mr. Rittichier, 100,000 target PSUs with a grant date fair
value of $0.7 million and our CFO, Jikun Kim, 195,180 target PSUs with a grant date fair value of $1.4 million.
The PSUs issued will vest based on a combination of the relative total shareholder return of EMCORE’s stock
compared to the Russell Microcap Index and the executive’s continued employment. The total number of shares to
be issued to each individual ranges from zero (0) to 200% of the target PSUs granted. Between zero (0) and 200% of
one third of the target PSUs will vest, if at all, on each of October 17, 2017, 2018 and 2019.
On December 14, 2016, the Company granted 71,669 target PSUs with a grant date fair value of $1.0 million
to certain employees. The PSUs issued will vest based on a combination of the relative total shareholder return of
82
EMCORE’s stock compared to the Russell Microcap Index and the employee’s continued employment. The total
number of shares to be issued to each individual may range from zero (0) to 200% of the target PSUs granted.
Between zero (0) and 200% of the target PSUs granted will vest, if at all, on December 14, 2019.
On September 29, 2017, the Company amended the October 18, 2016 grant of 100,000 target PSUs by
(i) eliminating 33,333 (at target level) of the 100,000 target PSUs that were scheduled to vest, if at all, on October 17,
2019 and (ii) issuing Mr. Rittichier 33,333 (at target level) PRSAs that were originally subject to the PSU award and
that had a grant date fair value of $0.4 million.
The PRSAs will vest based on a combination of the relative total shareholder return of EMCORE’s stock
compared to the Russell Microcap Index and the executive’s continued employment. The total number of shares to
be issued to each individual ranges from zero (0) to 200% of the target PRSAs granted. Between zero (0) and 200% of
one third of the target PRSAs will vest, if at all, on October 17, 2019.
The following table summarizes the activity related to PSUs and PRSAs for the fiscal year ended September 30,
2017:
Performance Stock Activity
Non-vested as of September 30, 2016 . . . . .
Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canceled. . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested as of September 30, 2017 . . . . .
Performance Stock Units
Performance Stock Awards
Number of Shares
(at Target)
Weighted
Average Grant
Date Fair Value
Number of Shares
(at Target)
Weighted
Average Grant
Date Fair Value
—
366,849
—
(33,333)
(4,808)
328,708
$ 0.00
$ 8.34
$ 0.00
$ 7.34
$13.36
$ 8.36
—
33,333
—
—
—
33,333
$ 0.00
$12.25
$ 0.00
$ 0.00
$ 0.00
$12.25
As of September 30, 2017, there was approximately $1.4 million of remaining unamortized stock-based
compensation expense associated with PSUs, which will be expensed over a weighted average remaining service
period of approximately 1.2 years. The 0.3 million outstanding non-vested and expected to vest PSUs have an
aggregate intrinsic value of approximately $2.7 million and a weighted average remaining contractual term of
1.2 years. For the fiscal years ended September 30, 2017, 2016 and 2015, there were no PSUs vested. There were
no PSUs granted during the fiscal years ended September 30, 2016 and 2015.
As of September 30, 2017, there was approximately $0.4 million of remaining unamortized stock-based
compensation expense associated with PRSAs, which will be expensed over a weighted average remaining service
period of approximately 2.0 years.
Stock-based compensation
The effect of recording stock-based compensation expense was as follows:
Stock-based Compensation Expense - by award type
(in thousands)
For the Fiscal Years Ended September 30,
2016
2015
2017
Employee stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted stock units and awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Performance stock units and awards . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
401(k) match in common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outside director fees in common stock . . . . . . . . . . . . . . . . . . . . . . . . . .
$
45
1,643
1,367
300
—
247
Total stock-based compensation expense. . . . . . . . . . . . . . . . . . . . . . .
$3,602
$
38
1,683
—
223
—
218
$2,162
$ 194
2,658
—
143
284
341
$3,620
83
Stock-based Compensation Expense - by expense type
(in thousands)
For the Fiscal Years Ended September 30,
2016
2017
2015
Cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stock-based compensation expense. . . . . . . . . . . . . . . . . . . . . . .
$ 492
2,605
505
$3,602
$ 345
1,445
372
$2,162
$ 341
2,847
432
$3,620
For the fiscal year ended September 30, 2017, total stock-based compensation expense did not agree with the
amount listed on our statements of shareholders’ equity due to the timing difference between the expense accrued and
the issuance of common stock for the payment of outside directors’ fees. For the fiscal year ended September 30,
2016, total stock-based compensation expense did not agree with the amount listed on our statements of shareholders’
equity primarily due to the timing difference between the expense accrued and the issuance of common stock for the
payment of outside directors’ fees and due to reclassification of stock-based compensation expense related to
discontinued operations. For the fiscal year ended September 30, 2015, total stock-based compensation expense did
not agree with the amount listed on our statements of shareholders’ equity primarily due to the timing difference
between the expense accrued and the issuance of common stock for the payment of outside directors’ fees and our
401(k) company match and due to reclassification of stock-based compensation expense related to discontinued
operations.
The stock-based compensation expense above relates to continuing operations. Stock-based compensation
within selling, general and administrative expense was higher for the fiscal year ended September 30, 2017 due to
stock-based compensation expense associated with the grants of PSUs and PRSAs. Included within discontinued
operations is $0, $(77,000) and $1.0 million of stock based compensation expense for the fiscal years ended
September 30, 2017, 2016 and 2015, respectively.
Capital Stock
Our authorized capital stock consists of 50 million shares of common stock, no par value, and 5,882,000 shares
of preferred stock, $0.0001 par value. As of September 30, 2017, we had 33.9 million and 27.0 million shares of
common stock issued and outstanding, respectively. There were no shares of preferred stock issued or outstanding
as of September 30, 2017 and 2016.
401(k) Plan
We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal
Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to
the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash.
Our matching contribution in cash for the fiscal years ended September 30, 2017, 2016 and 2015 was approximately
$0.5 million, $0.4 million and $0.2 million, respectively. For the fiscal year ended September 30, 2015, we
contributed approximately $0.3 million in common stock to the savings plan. All participant accounts had their
holdings in Company stock liquidated as of December 3, 2015.
84
Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share:
Basic and Diluted Net Income (Loss) Per Share
(in thousands, except per share)
Numerator:
For the Fiscal Years Ended September 30,
2016
2017
2015
Income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Loss) income from discontinued operations. . . . . . . . . . . . . . . . . . . .
$ 8,221
14
$ 2,619
5,647
$ (2,272)
65,372
Undistributed earnings allocated to common shareholders for basic
and diluted net income per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,235
8,266
63,100
Denominator:
Denominator for basic net income per share - weighted average
shares outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,659
25,979
30,012
Dilutive options outstanding, unvested stock units, unvested stock
awards and ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
885
539
—
Denominator for diluted net income per share - adjusted weighted
average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,544
26,518
30,012
Net income (loss) per basic share:
Continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per basic share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) per diluted share:
Continuing operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average antidilutive options, unvested restricted stock units
and awards, unvested performance stock units and ESPP shares
excluded from the computation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
0.31
0.00
0.31
0.30
0.00
0.30
$
$
$
$
0.10
0.22
0.32
0.10
0.21
0.31
$ (0.08)
2.18
$
2.10
$ (0.08)
2.18
$
2.10
398
508
1,391
Average market price of common stock . . . . . . . . . . . . . . . . . . . . . . . . .
$
8.92
$
5.88
$
5.81
For diluted income (loss) per share, the denominator includes all outstanding common shares and all potential
dilutive common shares to be issued. For the year ended September 30, 2017, we excluded 0.4 million of weighted
average outstanding stock options, RSUs and PSUs from the calculation of diluted net income per share because their
effect would have been anti-dilutive. For the years ended September 30, 2016 and 2015, we excluded 0.5 million and
1.4 million, respectively, of weighted average outstanding stock options and RSUs from the calculation of diluted net
income per share because their effect would have been anti-dilutive.
Employee Stock Purchase Plan
We maintain an Employee Stock Purchase Plan (‘‘ESPP’’) that provides employees an opportunity to purchase
common stock through payroll deductions. The ESPP is a 6-month duration plan with new participation periods
beginning on February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low
market price of our common stock on either the first or last day of the participation period, whichever is lower, and
annual contributions are limited to the lower of 10% of an employee’s compensation or $25,000.
Per the amended ESPP, the total number of shares of common stock on which options may be granted under the
ESPP are 3,250,000 shares. With the special dividend paid in July 2016, the total number of shares of common stock
on which options may be granted under the ESPP were increased by 265,574 shares to a total of 3,515,574 shares.
We issue new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan.
Common stock issued under the ESPP during the fiscal years ended September 30, 2017, 2016 and 2015 totaled
133,000, 193,000 and 121,000 shares, respectively. As of September 30, 2017, the total amount of common stock
issued under the ESPP totaled 2,604,503 shares and the total shares remaining available for issuance under the
ESPP totaled 911,071.
85
Future Issuances
As of September 30, 2017, we had common stock reserved for the following future issuances:
Future Issuances
Number of Common
Stock Shares Available
for Future Issuances
Exercise of outstanding stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unvested restricted stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unvested performance stock units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases under the employee stock purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Issuance of stock-based awards under the Equity Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchases under the officer and director share purchase plan . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
326,798
778,084
657,416
911,071
2,413,289
88,741
5,175,399
NOTE 15. Geographical Information
We evaluate our reportable segment pursuant to ASC 280, Segment Reporting. The Company’s Chief Executive
Officer is the chief operating decision maker and he assesses the performance of the operating segment and allocates
resources to the segment based on its business prospects, competitive factors, net revenue, operating results, and other
non-U.S. GAAP financial ratios. Based on this evaluation, the Company operates as a single reportable segment.
Revenue: The following tables set forth revenue by geographic region with revenue assigned to geographic
regions based on our customers’ billing address.
Revenue by Geographic Region
(in thousands)
For the Fiscal Years Ended September 30,
2016
2015
2017
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 98,520
16,713
7,015
647
$122,895
$66,436
17,401
7,618
543
$91,998
$55,736
16,885
8,249
815
$81,685
Significant Customers: Significant customers are defined as customers representing greater than 10% of our
consolidated revenue. Revenue from three of our significant customers represented 71% of our consolidated revenue
for the fiscal year ended September 30, 2017. Revenue from three of our significant customers represented 61% of
our consolidated revenue for the fiscal year ended September 30, 2016. Revenue from four of our significant
customers represented 61% of our consolidated revenue for the fiscal year ended September 30, 2015.
Long-lived Assets: Long-lived assets consist of property, plant, and equipment. As of September 30, 2017 and
September 30, 2016, approximately 46% and 38%, respectively, of our long-lived assets were located in the United
States. The remaining long-lived assets are primarily located in China.
NOTE 16. Selected Quarterly Financial Information (unaudited)
The following tables present our unaudited consolidated results of operations for the eight most recently ended
quarters. We believe that all necessary adjustments, consisting only of normal recurring adjustments, have been
included in the amounts below to present fairly the selected quarterly information when read in conjunction with the
consolidated financial statements and notes included elsewhere in this Annual Report. Our results from operations
vary substantially from quarter to quarter. Accordingly, the operating results for a quarter are not necessarily
indicative of results for any subsequent quarter or for the full year. We have experienced and expect to continue to
experience significant fluctuations in quarterly results.
86
EMCORE CORPORATION
Quarterly Consolidated Statements of Operations
For the Fiscal Year Ended September 30, 2017
(in thousands, except income per share)
(unaudited)
For the Three Months Ended
December 31,
2016
March 31,
2017
June 30,
2017
September 30,
2017
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$30,176
20,133
10,043
$32,591
21,553
$30,952
20,110
11,038
10,842
$29,176
18,565
10,611
Operating expense (income):
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain from change in estimate on ARO obligation . . . . . . . . . .
Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest income, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange (loss) gain . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations before income tax
(expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from continuing operations . . . . . . . . . . . . . . . . . .
Loss from discontinued operations, net of tax. . . . . . . . . .
5,578
2,199
—
—
—
7,777
2,266
23
(403)
—
(380)
1,886
(120)
1,766
(9)
5,672
3,141
468
—
—
9,281
1,757
46
44
—
90
5,815
3,340
—
—
(322)
8,833
2,009
77
53
316
446
1,847
8
1,855
(7)
2,455
(19)
2,436
(11)
5,181
3,862
38
(45)
(134)
8,902
1,709
99
388
—
487
2,196
(32)
2,164
41
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 1,757
$ 1,848
$ 2,425
$ 2,205
Per share data:
Net income per basic share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per basic share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average number of basic shares outstanding . . . . . . . . .
Weighted-average number of diluted shares outstanding . . . . . . .
$
$
$
$
0.07
0.00
0.07
0.07
0.00
0.07
$
$
$
$
0.07
0.00
0.07
0.07
0.00
0.07
$
$
$
$
0.09
0.00
0.09
0.09
0.00
0.09
$
$
$
$
0.08
0.00
0.08
0.08
0.00
0.08
26,279
27,039
26,622
26,833
27,585
27,816
26,904
27,768
87
EMCORE CORPORATION
Quarterly Consolidated Statements of Operations
For the Fiscal Year Ended September 30, 2016
(in thousands, except income per share)
(unaudited)
For the Three Months Ended
December 31,
2015
March 31,
2016
June 30,
2016
September 30,
2016
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$22,490
15,089
7,401
$21,532
14,510
$22,376
14,964
7,022
7,412
$25,600
16,481
9,119
Operating expense (income):
Selling, general, and administrative . . . . . . . . . . . . . . . . . . . . . .
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Recovery of previously incurred litigation related fees and
expenses from arbitration award . . . . . . . . . . . . . . . . . . . . . .
Gain on sale of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense):
Interest (expense) income, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign exchange (loss) gain . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other (expense) income . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from continuing operations before income tax
(expense) benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax (expense) benefit . . . . . . . . . . . . . . . . . . . . . . .
4,821
2,560
—
—
7,381
20
(17)
(135)
(152)
(132)
(2)
4,825
2,564
6,125
2,405
— (2,599)
(41)
—
7,389
(367)
5,890
1,522
25
25
50
32
(201)
(169)
(317)
155
1,353
(175)
(Loss) income from continuing operations . . . . . . . . . . . .
Income from discontinued operations, net of tax . . . . . . . . . . . . .
(134)
$ 1,121
(162)
$ 4,144
1,178
123
$
4,963
2,392
—
—
7,355
1,764
48
(83)
(35)
1,729
8
1,737
259
$
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
987
$ 3,982
$ 1,301
$ 1,996
Per share data:
Net income (loss) per basic share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per basic share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) per diluted share:
Continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per diluted share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted-average number of basic shares outstanding . . . . . . . . .
Weighted-average number of diluted shares outstanding . . . . . . .
$
$
$
$
0.00
0.04
0.04
0.00
0.04
0.04
$ (0.01) $
0.16
$
0.15
$
$ (0.01) $
0.16
$
0.15
$
0.05
0.00
0.05
0.05
0.00
0.05
$
$
$
$
0.07
0.01
0.08
0.06
0.01
0.07
25,697
25,697
25,942
26,103
25,942
26,269
26,177
26,674
88
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
EMCORE Corporation:
We have audited the accompanying consolidated balance sheets of EMCORE Corporation and subsidiaries (the
Company) as of September 30, 2017 and 2016, and the related consolidated statements of operations and
comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended
September 30, 2017. These consolidated financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of EMCORE Corporation and subsidiaries as of September 30, 2017 and 2016, and the results of
their operations and their cash flows for each of the years in the three-year period ended September 30, 2017, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of September 30, 2017, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), and our report dated December 5, 2017, expressed an unqualified opinion on
the effectiveness of the Company’s internal control over financial reporting.
/s/ KPMG LLP
Irvine, California
December 5, 2017
89
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Management’s Annual Report on Internal Control over Financial Reporting
a. Evaluation of Disclosure Controls and Procedures
Our management, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief
Financial Officer (Principal Financial Officer and Accounting Officer), evaluated the effectiveness of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended) (the ‘‘Exchange Act’’) as of the end of the period covered by this Annual Report
on Form 10-K. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the period covered by this report.
b. Management’s Annual Report on Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Under the
supervision of our Chief Executive Officer and Chief Financial Officer and with the participation of our management,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30,
2017 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (‘‘COSO’’). Based on that evaluation, our management
concluded that our internal control over financial reporting was effective as of September 30, 2017.
c. Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended) during the quarter ended
September 30, 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s
internal control over financial reporting.
d. Limitations on Effectiveness of Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls or our internal controls over financial reporting will prevent or detect all errors and all fraud. A
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by individual acts, by collusion of two or more people, or by management override
of the controls. The design of any system of controls is based, in part, upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions. Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
The effectiveness of our internal control over financial reporting as of September 30, 2017 has been audited by
KPMG LLP, our independent registered public accounting firm, as stated in their report which is included as follows.
90
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
EMCORE Corporation:
We have audited EMCORE Corporation’s internal control over financial reporting as of September 30, 2017,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
is
Sponsoring Organizations of the Treadway Commission (COSO). EMCORE Corporation’s management
responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
Our audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
limitations,
In our opinion, EMCORE Corporation maintained, in all material respects, effective internal control over
financial reporting as of September 30, 2017, based on criteria established in Internal Control — Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of EMCORE Corporation and subsidiaries as of September 30, 2017
and 2016, and the related consolidated statements of operations and comprehensive income, shareholders’ equity, and
cash flows for each of the years in the three-year period ended September 30, 2017, and our report dated December 5,
2017, expressed an unqualified opinion on those consolidated financial statements.
/s/ KPMG LLP
Irvine, California
December 5, 2017
91
ITEM 9B.
Other Information
Not Applicable.
PART III.
ITEM 10.
Directors, Executive Officers and Corporate Governance
Information regarding our executive officers and directors required by this Item is incorporated by reference to
our Definitive Proxy Statement in connection with our Annual Meeting of Stockholders (Proxy Statement), which
will be filed with the Securities and Exchange Commission within 120 days after the fiscal year ended September 30,
2017. Information required by Item 405 of Regulation S-K is incorporated by reference to the section entitled
‘‘Section 16(a) Beneficial Ownership Reporting Compliance’’ in the Proxy Statement referenced above. Information
required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Section entitled
‘‘Proposal 1: Election of Directors - Governance of the Company - Board Committees’’ in the Proxy Statement.
We have adopted a code of ethics entitled the ‘‘EMCORE Corporation Code of Business Conduct and Ethics,’’
which is applicable to all employees, officers, and directors of the Company. The full text of our Code of Business
Conduct and Ethics is included with the Corporate Governance information available on our website
(www.emcore.com). We intend to disclose any changes in or waivers from our code of ethics for our directors and
executive officers to the extent disclosure is required by the applicable rules of the SEC and Nasdaq Stock
Market LLC by posting such information on our website or by filing a Current Report on Form 8-K.
ITEM 11.
Executive Compensation
Information required by this Item is incorporated by reference to the sections entitled ‘‘Proposal 1: Election of
Directors - Director Compensation for Fiscal Year 2017,’’ ‘‘Compensation Discussion and Analysis,’’ ‘‘Executive
Compensation,’’ ‘‘Compensation Committee Report’’ and ‘‘Compensation Committee Interlocks and Insider
Participation’’ in the Proxy Statement.
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information regarding security ownership of certain beneficial owners and management is incorporated by reference
to the section entitled ‘‘Security Ownership of Certain Beneficial Owners and Management’’ in the Proxy Statement.
Information regarding our equity compensation plans is incorporated by reference to the section entitled ‘‘Equity
Compensation Plan Information ’’ in the Proxy Statement.
ITEM 13.
Certain Relationships, Related Transactions and Director Independence
Information required by this Item is incorporated by reference to the sections entitled ‘‘Proposal 1: Election of
Directors - Governance of the Company - Related Person Transaction Approval Policy’’ and ‘‘Proposal 1 - Election
of Directors - Governance of the Company - Director Independence’’ in the Proxy Statement.
ITEM 14.
Principal Accounting Fees and Services
Information required by this Item is incorporated by reference to the section entitled ‘‘Fiscal Years 2017 & 2016
Auditor Fees and Services’’ in the Proxy Statement.
Part IV.
ITEM 15.
Exhibits and Financial Statement Schedules
(a)(1)
Financial Statements
Included in Part II, Item 8 of this Annual Report on Form 10-K:
•
•
•
Consolidated Statements of Operations and Comprehensive Income for
September 30, 2017, 2016, and 2015
the fiscal years ended
Consolidated Balance Sheets as of September 30, 2017 and 2016
Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2017, 2016, and 2015
92
•
•
•
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2017, 2016, and 2015
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
(a)(2)
Financial Statement Schedules
The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated
financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K.
2.1
2.2
2.3
2.4
3.1
3.2
3.3
3.4
3.5
4.1**
4.2
4.3
10.1
10.2†
10.3†
10.4†
Asset Purchase Agreement, dated as of September 17, 2014, by and between EMCORE Corporation
and SolAero Technologies Corp. (f/k/a Photon Acquisition Corporation) ( incorporated by reference
to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 18, 2014).
Amendment No. 1, dated as of November 26, 2014, to that certain Asset Purchase Agreement, dated
as of September 17, 2014, by and between EMCORE Corporation and SolAero Technologies Corp.
(f/k/a Photon Acquisition Corporation) (incorporated by reference to Exhibit 2.1 to the Current Report
on Form 8-K filed by the Registrant on November 26, 2014).
Asset Purchase Agreement, dated October 22, 2014, by and between EMCORE Corporation and
NeoPhotonics Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report
on Form 8-K filed on October 24, 2014).
Amendment No. 1, dated January 2, 2015, to that certain Asset Purchase Agreement, dated as of
October 22, 2014, by and between EMCORE Corporation and NeoPhotonics Corporation
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on
January 5, 2015).
Restated Certificate of Incorporation, dated April 4, 2008, (incorporated by reference to Exhibit 3.1
to the Company’s Current Report on Form 8-K filed on April 4, 2008).
Certificate of Amendment of Restated Certificate of Incorporation, dated February 15, 2012
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on
February 16, 2012).
Certificate of Amendment of Restated Certificate of Incorporation of EMCORE Corporation, dated
September 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on
Form 8-K filed on September 18, 2014).
Certificate of Designation Establishing the Series A Junior Participating Preferred Stock and Fixing
the Powers, Designations, Preferences and Relative, Participating, Optional and Other Special Rights,
and the Qualifications, Limitations and Restrictions, of the Series A Junior Participating Preferred
Stock, dated September 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed on September 18, 2014).
By-Laws of EMCORE Corporation, as amended through March 17, 2017 (incorporated by reference
to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 20, 2017).
Specimen Certificate for Shares of Common Stock
Tax Benefits Preservation Plan, dated September 17, 2014, by and between EMCORE Corporation
and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on September 18, 2014).
Amendment No. 1 to Tax Benefits Preservation Plan, dated September 26, 2017, by and between
EMCORE Corporation and American Stock Transfer & Trust Company, LLC (incorporated by
reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 29, 2017).
Stipulation of Compromise and Settlement, dated as of November 28, 2007, executed by the Company
and the other defendants and the plaintiffs in the Federal Court Action and the State Court Actions
(incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on
December 31, 2007).
Directors Compensation Policy (Effective January 1, 2016) (incorporated by reference to Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2016).
Directors Compensation Policy (Effective March 17, 2017) (incorporated by reference to Exhibit 10.2
to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017).
Officer and Director Share Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on January 27, 2011).
93
10.5†
10.6†
10.7**†
10.8†
10.09†
10.10†
10.11**†
10.12**†
10.13**†
10.14†
10.15†
10.16†
10.17†
10.18†
2010 Equity Incentive Plan, as amended and restated on June 14, 2011 (incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2011).
Form of award agreement under 2010 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7
to the Company’s Annual Report on Form 10-K filed on December 14, 2015).
2012 Equity Incentive Plan, as amended and restated on January 19, 2017.
Form of Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (incorporated
by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on December 14,
2015).
Form of time-based Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (as
of October 2016) (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on
Form 10-K filed on December 7, 2016).
Form of Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan
(for executive officers) (as of October 2016) (incorporated by reference to Exhibit 10.10 to the
Company’s Annual Report on Form 10-K filed on December 7, 2016).
Form of Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan
(for non-executive officers) (as of October 2016)
Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan
entered into between the Company and Jeffrey Rittichier, with a grant date of October 18, 2016.
Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement under the 2012
Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of
October 18, 2016.
EMCORE Corporation 2000 Employee Stock Purchase Plan, as amended March 5, 2014 (incorporated
by reference to Exhibit B to the Company’s Proxy Statement filed on January 28, 2014).
Form of Indemnification Agreement entered into with directors and executive officers (incorporated
by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 14,
2012).
Employment Agreement, dated December 10, 2014, by and between EMCORE Corporation and
Jeff Rittichier (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form
8-K filed on December 11, 2014).
Employment Agreement, dated June 6, 2016, by and between EMCORE Corporation and Jikun Kim
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
June 8, 2016).
EMCORE Corporation Fiscal 2017 Bonus Plan (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on December 16, 2016).
Subsidiaries of the Company.
Consent of KPMG LLP, independent registered public accounting firm.
Power of Attorney (see the signature page of this Annual Report on Form 10-K)
Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
XBRL Instance Document.
21.1**
23.1**
24.1
31.1**
31.2**
32.1***
32.2***
101.INS**
101.SCH** XBRL Taxonomy Extension Schema Document.
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB** XBRL Taxonomy Extension Label Linkbase Document.
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document.
†
**
Management contract or compensatory plan
Filed herewith
*** Furnished herewith
ITEM 16.
Form 10-K Summary
None.
94
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Date: December 5, 2017
By:
/s/ Jeffrey Rittichier
EMCORE CORPORATION
Jeffrey Rittichier
Chief Executive Officer
(Principal Executive Officer)
Date: December 5, 2017
By:
/s/ Jikun Kim
Jikun Kim
Chief Financial Officer
(Principal Financial and Accounting Officer)
Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier
such person’s true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and
in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each
capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission granting unto said attorney-in-fact, full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant in the capacities indicated, on December 5, 2017.
Signature
/s/ Jeffrey Rittichier
Jeffrey Rittichier
/s/ Jikun Kim
Jikun Kim
/s/ Ettore J. Coringrato, Jr.
Ettore J. Coringrato, Jr.
/s/ Stephen L. Domenik
Stephen L. Domenik
/s/ Gerald J. Fine, Ph.D.
Gerald J. Fine, Ph.D.
/s/ Rex S. Jackson
Rex S. Jackson
Title
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Chairman of the Board
Director
95
This page intentionally left blank
This page intentionally left blank
CORPORATE PROFILE
About EMCORE
EMCORE Corporation is a leading provider of advanced
Mixed-Signal Optics products that provide the foundation for
today’s high-speed communication network infrastructures and
leading-edge defense systems. Our optical chips, components,
subsystems and systems enable broadband and wireless provid-
ers to continually enhance their network capacity, speed and
coverage to advance the free flow of information that empowers
the lives of millions of people daily. The Mixed-Signal Optics
technology at the heart of our broadband transmission products
is shared with our fiber optic gyros and military communications
links to provide the aerospace and defense markets state-of-
the-art systems that keep us safe in an increasingly unpredict-
able world. EMCORE’s performance-leading optical components
and systems serve a broad array of applications including cable
television, fiber-to-the-premise networks, telecommunications,
data centers, wireless infrastructure, satellite RF fiber links,
navigation systems and military communications. EMCORE has
fully vertically-integrated manufacturing capability through its
world-class Indium Phosphide (InP) wafer fabrication facility at
our headquarters in Alhambra, California, and is ISO 9001 certi-
fied in Alhambra and at our facility in Beijing, China.
Stock Listing
The Company’s common stock is traded on the NASDAQ Global
Market. Stock Ticker: EMKR
For specific information about our company, our products and
the markets we serve, please visit our website:
www.emcore.com
Board of Directors
Gerald Fine, Ph.D.
Chairman of the Board
Professor of Practice and Director of
the Engineering Product Innovation
Center (EPIC) at Boston University
Ed Coringrato
Senior Adviser to Nanowave Technologies, Inc.
Stephen Domenik
General Partner, Sevin Rosen Funds
Rex S. Jackson
Chief Financial Officer
Gigamon Inc.
Jeffrey Rittichier
President & Chief Executive Officer
EMCORE Corporation
Auditors
KPMG LLP
20 Pacifica, Suite 700
Irvine, CA 92618
Phone: 949-885-5400
Transfer Agent
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, NY 11219
Investor Relations
Sapphire Investor Relations, LLC
Erica Mannion
617-542-6182
emannion@sapphireir.com
Jikun Kim
Chief Financial Officer
2015 Chestnut Street
Alhambra, CA 91803
626-293-3400
2017 ANNUAL REPORT
Corporate Headquarters
EMCORE Locations
EMCORE Corporation
2015 Chestnut Street
Alhambra, CA 91803 USA
626 293 3400
626 293 3428
EMCORE Fiber Optics
2015 Chestnut Street
Alhambra, CA 91803 USA
626 293 3400
626 293 3428
EMCORE Asia
EMCORE Optoelectronics (Beijing) Co., Ltd
Room 102,103,105, Block 4, No. 36 Kechuang 4th Street
Beijing Economic-Technological Development Area
Beijing, People’s Republic of China 100176
+86 10 8783 2200
Langfang EMCORE Optoelectronics Co., Ltd.
East of Wanfu Road
Langfang Economic & Technology Development Zone
Langfang, Hebei Province, People’s Republic of China
www.emcore.com