Annual Report
AEROSPACE & DEFENSE
BROADBAND
2021
Mixed-Signal Products
TO OUR SHAREHOLDERS, CUSTOMERS, SUPPLIERS, AND EMPLOYEES
Fiscal 2021 was a standout year for EMCORE as we achieved strong performance against the backdrop of continuing COVID
challenges and semiconductor shortages. EMCORE's fiscal year-end revenue reached approximately $158.4 million, an increase
of $48.3 million, or 44% when compared to the approximately $110.1 million of revenue during the prior fiscal year, and was our
highest consolidated revenue figure since the 2014 fiscal year. Fourth fiscal quarter revenue reached a high point for the year,
coming in at approximately $44.0 million. GAAP net income was approximately $25.6 million for the fiscal year, an increase of
$32.6 million from the net loss of approximately $(7.0) million for the prior fiscal year, and consolidated gross margin was a solid
39% for the fiscal year.
2021 saw substantial Cable TV laser and transmitter production from our contract manufacturer in Thailand in connection with
our transfer of the corresponding production equipment to the CM, reducing inventory and fixed assets while returning cash to
the balance sheet. While Cable TV laser and transmitter sales continued to drive strong performance in Broadband, the segment
also saw a growing number of specialty chip development contracts that total several million dollars, firmly planting the seeds of
growth in Broadband. These development agreements also represent an important milestone for EMCORE because they are
expected to drive consistent fab utilization.
Aerospace & Defense declined slightly in 2021 due to supply chain delays with our new EMS provider for our Defense
Optoelectronics business. Navigation was roughly flat compared to the prior fiscal year, but our new automated assembly tools
are expected to make a positive impact on margin as they are installed in 2022. Multiple negotiations with international defense
contractors are underway for our QMEMS SDI170 IMU, with annual target volumes ranging from 1,000 to 4,000 units per year,
most of which will be used in precision-guided munitions. We expect this application will be a primary growth driver for
EMCORE's navigation business within the next 2 years. Additionally, our new QMEMS SDC500 is also undergoing qualification
testing for several domestic and international programs with a serviceable market of 1000 to 2000 units per year.
Our FOG products continue to gain traction in the market. The EN-300 IMU is being evaluated by more than 10 prime contractors
and laboratories in the U.S., and a newly ruggedized version is expected to approximately double its application space. The
EN-300 has demonstrated a 10X improvement in bias stability and noise performance at the same cost points as the competing
Northrop Grumman LN-200. Taken collectively, these results demonstrate the growing momentum for our navigation products.
Additional Highlights From Fiscal 2021
Full-year 39% GAAP gross margin was a 7%-point increase when compared to fiscal 2020
GAAP net income was very strong in the fiscal fourth quarter at $5.1 million, and for the fiscal year at $25.6 million
QMEMS test results EMCORE presented at the Joint Navigation Conference were judged best in conference, demonstrating
our ability to drive FOG level performance into our QMEMS technologies
Our EN-300 is being pushed to short-term navigation grid specs, with approximately twice the price performance of the
Honeywell HG5700
Our EN-2000 INS has met all its required specifications for a confidential Navy program with better than 0.01 degree per hour
bias stability. The EN-2000 will be our main platform to address long-term navigation grade IMU applications that require
superior cost, size, weight, and power
Our headquarter facilities, wafer fab, and QMEMS manufacturing equipment upgrades are continuing on-plan
We're very encouraged that we've been able to finally get in front of our Aerospace & Defense customers for face-to-face
meetings recently and hear first-hand how things are going. We see these meetings as important milestones for an industry that
is just starting to reopen. Over the next few quarters, we expect to make multiple important announcements about the growth of
our navigation business.
I would like to congratulate and thank the EMCORE team for an outstanding year, particularly considering the continued business
and family challenges resulting from the pandemic. On behalf of EMCORE’s management team and Board of Directors, I would
also like to thank our shareholders, customers, and suppliers for their continued support. I look forward to updating you on our
progress going forward.
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2021
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)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
New Jersey
22-2746503
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:
Common stock, no par value
EMKR
The Nasdaq Stock Market LLC (Nasdaq Global Market)
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
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 (cid:0) 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. (cid:0) 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 (cid:0) No
☑
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes (cid:0) No
☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act. (cid:0) Large accelerated filer
company
Smaller reporting company (cid:0) Emerging growth
Accelerated filer (cid:0) Non-accelerated filer
☑
☑
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. (cid:0)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. (cid:0)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). (cid:0) Yes
☑
No
The aggregate market value of common stock held by non-affiliates as of March 31, 2021 (the last business day of the most recently completed second fiscal
quarter) was approximately $199.0 million, based on the closing sale price of $5.46 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 10% or more of outstanding
common stock have been excluded. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of November 29, 2021, the number of shares outstanding of no par value common stock totaled 36,990,099.
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 Annual Report
on Form 10-K by reference to the Definitive Proxy Statement for the Annual Meeting of Shareholders filed within 120 days of the fiscal year ended
September 30, 2021 or will be included in an amendment to this Annual Report on Form 10-K filed within 120 days of September 30, 2021.
EMCORE Corporation
FORM 10-K
For the Fiscal Year ended September 30, 2021
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements .........................................................
Summary Risk Factors ................................................................................................................
Page
Item 1.
Business ......................................................................................................................................
Item 1A. Risk Factors ................................................................................................................................
Item 1B. Unresolved Staff Comments .......................................................................................................
Properties ....................................................................................................................................
Item 2.
Item 3.
Legal Proceedings .......................................................................................................................
Item 4. Mine Safety Disclosures .............................................................................................................
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases
of Equity Securities .....................................................................................................................
Selected Financial Data ...............................................................................................................
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ......
Item 7A. Quantitative and Qualitative Disclosures about Market Risks ....................................................
Financial Statements and Supplementary Data ...........................................................................
Item 8.
Consolidated Statements of Operations and Comprehensive Loss for the Fiscal Years ended
September 30, 2021, 2020 and 2019 ...........................................................................................
Consolidated Balance Sheets as of September 30, 2021 and 2020 .............................................
Consolidated Statements of Shareholders’ Equity for the Fiscal Years ended September 30,
2021, 2020 and 2019 ...................................................................................................................
Consolidated Statements of Cash Flows for the Fiscal Years ended September 30, 2021, 2020
and 2019 ......................................................................................................................................
Notes to 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 .............................................................................................................
Item 9B. Other Information .......................................................................................................................
Item 10. Directors, Executive Officers and Corporate Governance ..........................................................
Item 11. Executive Compensation ............................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ........................................................................................................................................
Item 12.
Item 13. Certain Relationships, Related Transactions, and Director Independence ..................................
Principal Accounting Fees and Services .....................................................................................
Item 14.
Item 15. Exhibits and Financial Statement Schedules ...............................................................................
Form 10-K Summary ..................................................................................................................
Item 16.
Signatures ...................................................................................................................................
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Part I:
Part II:
Part III:
Part IV:
CAUTIONARY NOTE
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, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 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 future results included in our Exchange Act reports and statements about 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 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 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 the industries in which we operate to be materially different from those expressed or implied by any forward-
looking statements. You are urged to carefully review the disclosures we make concerning risks and other factors that may
affect our business and future financial performance, including those made below under “Summary Risk Factors” and in Part I,
Item 1A, "Risk Factors" of this Annual Report on Form 10-K, as such risks and other factors may be amended, supplemented,
or superseded from time to time by subsequent 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 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 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 do
not intend to update any forward-looking statement to conform such statements to actual results or to changes in expectations,
except as required by applicable law or regulation.
SUMMARY RISK FACTORS
Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties
summarized below, as well as the risks and uncertainties discussed in Part I, Item 1A, “Risk Factors” of this Annual Report on
Form 10-K. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these
risks occur, our business, financial condition or results of operations could be materially and adversely affected.
Our business is subject to the following principal risks and uncertainties:
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the effects of the COVID-19 pandemic and other potential future public health crises, epidemics, pandemics or similar
events are uncertain and could have a material and adverse effect on our business, financial condition, operating results
and cash flows;
our small size results in volatility in our cash flow, results of operations and growth prospects, and we could
experience revenue fluctuations due to our dependence on a few products for our success;
we are substantially dependent on revenues from a small number of customers and may experience fluctuations in the
mix of products and customers in any period;
we are subject to the cyclical nature of the markets in which we compete and any future downturn or decline in
spending for Cable TV (“CATV”) and optical communications networks may reduce demand for our products and
revenue;
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customer demand is difficult to forecast and if we are unable to match production with customer demand, our results of
operations could be negatively impacted;
we are subject to risks related to our acquisitions, including that (a) the revenues and net operating results obtained
from the Systron Donner Inertial, Inc. ("SDI") business or any other acquired business may not meet our expectations,
(b) the costs and cash expenditures for integration of the SDI business operations or any other acquired business may
be higher than expected, (c) there could be losses and liabilities arising from the acquisition of SDI or any other
acquired business that we will not be able to recover from any source, and (d) we may not realize sufficient scale from
any acquisition and will need to take additional steps, including making additional acquisitions, to achieve our growth
objectives;
our failure to successfully manage the transition of certain of our manufacturing operations from our Beijing facility to
a contract manufacturer’s ("CM") facility could harm our business, financial condition or results of operations;
changes in United States ("U.S.") and international trade policies, particularly with regard to China, may adversely
impact our business and operating results;
our operations in China and significant international sales may expose us to risks inherent in doing business in these
geographies;
we face lengthy sales and qualification cycles for our new products due to the complexity of our products, and, in
many cases, must invest a substantial amount of time and money before we receive orders;
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;
if we do not keep pace with rapid technological change, our products may not be competitive, and increased spending
to develop and improve our technology may adversely impact our financial results;
pressure from competitors may result in price reductions and periods of reduced demand for our products;
a failure to attract and retain managerial, technical and other key personnel could reduce our revenue and operational
effectiveness;
our ability to achieve operational and material costs reductions and realize production efficiencies is critical to our
ability to achieve long-term profitability;
our operating results could be harmed if we are unable to obtain timely delivery of sufficient materials or components
or if the prices of such materials or components increase;
the failure of our CM to timely deliver qualified products at reasonable prices could adversely affect our business;
our vendor-managed inventory programs could result in increased inventory levels and/or decreased visibility into the
timing of sales, and shifts in industry demand and inventories could result in significant inventory write-downs;
any defects in our products may cause us to incur significant costs, divert management’s attention or result in a loss of
customers or product liability claims;
our government contracts are subject to risks of budgetary constraints or spending reductions and may subject us to
governmental audits, investigations or other scrutiny that could adversely affect our business;
our business may be materially harmed if we fail to protect our intellectual property and other proprietary rights or are
unable to successfully defend against claims of infringement of the rights of others;
we could be subject to legal consequences if we fail to comply with the Modified Partial Award issued in connection
with the proceedings commenced against us by Phoenix Navigation Components, LLC ("Phoenix");
a cyberattack or other failure or security breach of our information technology infrastructure, or the theft, loss or
misuse of personal data, could adversely affect our business and operations;
our costs of compliance, or failure to comply, with applicable state, federal and international legal and regulatory
requirements could increase our operating costs and adversely affect our business;
we may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our shareholders;
and
we may undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue 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.
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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. We became publicly traded in 1997 and are listed on the Nasdaq Stock
Exchange under the ticker symbol EMKR. We are a leading provider of sensors for navigation in the aerospace and defense
market as well as a manufacturer of lasers and optical subsystems for use in the Cable TV ("CATV") industry.
We pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of CATV directly on fiber,
and today are a leading provider of advanced mixed-signal products serving the aerospace and defense and broadband
communications markets. The mixed-signal technology, at the heart of our broadband communications products, is shared with
our fiber optic gyros ("FOGs") and inertial sensors to provide the aerospace and defense markets with state-of-the-art
navigation systems technology. With the acquisition of Systron Donner Inertial, Inc. ("SDI"), a navigation systems provider of
scalable, chip-based platforms for higher volume gyro applications utilizing quartz micro-electromechanical system
("QMEMS") technology, in June 2019, we further expanded our portfolio of gyros and inertial sensors with SDI’s QMEMS
gyro and accelerometer technology.
We have fully vertically-integrated manufacturing capability through our indium phosphide ("InP") compound semiconductor
wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz processing and sensor manufacturing
facility in Concord, CA. These facilities support our vertically-integrated manufacturing strategy for quartz and FOG products
for navigation systems, and for our chip, laser, transmitter, and receiver products for broadband applications.
We have two reporting segments: (a) Aerospace and Defense and (b) Broadband. Aerospace and Defense is comprised of two
product lines: (i) Navigation and Inertial Sensing, and (ii) Defense Optoelectronics. Broadband is comprised of three product
lines: (i) CATV Lasers and Transmitters, (ii) Chip Devices, and (iii) Other Optical Products.
Our headquarters and principal executive offices are located at 2015 Chestnut Street, Alhambra, California, 91803 and the main
telephone number is (626) 293-3400. For specific information about products or the markets served please visit our website at
https://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 SEC.
Industries and the Markets We Serve
We design and manufacture industry-leading QMEMS, lithium niobate and InP chip-level technology to deliver state-of-the-art
component and system-level products across our end-market applications. Our best-in-class components and systems support a
broad array of applications including navigation and inertial sensing, defense optoelectronics, broadband communications,
optical sensing, and specialty chips for telecom and data center applications.
Our Aerospace and Defense products primarily serve the navigation and defense optoelectronics markets. Our Broadband
products primarily serve the CATV, optical sensing, telecom and data center markets.
5
Aerosrr pas
ce and Defense
e
Navigation and Inertial Sensing
producd ts to state-of-the-art FOG products that have broad application within the aerospace and defense
Through vertically-integrated infrastructure, we have adapta ed the same technologies, chip designs, and producti
applicable to our CATVAA
markets for land, sea, air, and space navigation. We leverage our high-volume infrastructurett
added product. Our FOG-based product line has been expanded to include inertial measurement units (“IMU”) and inertial
navigation systems (“INS”) that provide compelling size, weight, and power (“SWaPWW ”) compared to competing or legacy
systems. In June 2019, we expanded our Navigation and Inertial Sensing product portfolio adding the SDI series of QMEMS
gyros, accelerometers, IMUs and INS products to target high volume markets and take advantage of our core wafer fabria
and processing capabilities. Sales of Navigation and Inertial Sensing producd ts related to U.S. government contracts or
subcontracts may be subjeb ct to renegotiation of profits or termination of contractt
government or an agency thereof.ff
ts or subcu ontratt cts at the election of the U.S.
for lower volume, higher value-
on assets
cation
d
•
•
FOG Gyroscope, IMU,UU and INSNN Products - Our FOG technologies have received multiple U.S. patents and our FOG
producd ts have been qualifieff d for several key militaryrr programs for applications including unmanned aerial systems,
line-of-site stabia lization, aviation, and aeronautics. All FOG productd
s feature advanced optics with three compomm nents
for simplm ifieff d assemblm y and higher accuracy, lower noise, and greater effiff ciency. Our FOG producd ts range from
tactical to navigational grade gyros, IMU and INS where specificff ations for fiber length,t
angle random walk, and drift
rate imprmm ove, giving customers flexibility to choose the product and performance level that best meets the customer's
application. Our FOG-based IMUs and INS provide compelling SWaPWW performance compared to competing systems
and deliver high-precision with up to ten-times better perforff mar
nce than competing units in compact, portabla e form-
factors.
Gyroscopeo ,e Accelerometertt
s deliver SWaPWW performff
QMEMSEE
INS productd
years of extensive experience in these technologies, we are developing leading-edge disciplines which are enabla ing
advanced performff
,rr IMU, and INSNN Products - Our QMEMS gyroscopes, accelerometers, IMUs, and
ance and cost advantages over alternative technologies. With SDI's more than 50
ance capabilities in mission critical applications worldwide.
Our QMEMS products have no moving parts, no friction, no known modes of wear out, and require no recalibration or
rebuilding. They deliver industry-leading reliability
technology and manufacturi
t
QMEMS products provide precision system solutions and establa ish high standards for price and/or performance
characteristics across guidance, navigation, control
aircraft, unmanned autonomous vehicles, land vehicles, precision guided weapons, and industrial and marine
platforms.
ng operations excellence, including AS9100 Aerospace Quality System Certification. Our
, pointing, and stabilization applications in commercial and military
under demanding conditions through dedicated engineering
a
tt
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Defense Optoelectronics
tt
We have an establa ished historyrr as a pioneer of innovative radio frequency (“RF”) over fiber solutions for high-performance
fiber optic links in the terrestrial portion of satellite communm ications networks
complete systems transport an ultra-broadband frequeq ncy range including IF, L, S, C, X, DBS, Ku, K, Ka, Q/V//
wideband signal transport. A numberm of high-dynamic-range applications are supported, including satellite antenna remoting
runking links, electronic
and signal distribution, inter- and intra-facil
warfare systems, and radar testing. The compm lete line of satellite and microwave compomm nents, subassem
blm ies and systems
eliminates the distance limitation of copper-based coaxial systems. The rack-mount Optiva platform RF and microwave fiber
optic transport system featurett
receivers, optical amplm ifiers, RF and optical switches, passive devices, and ethernet producd ts that provide high-perforff mance
fiber optic transmission between satellite hubu equiq pment and antenna dishes.
. Satellite/microwave band components and
and ultra-
s a wide range of simple networkr management protocol managed fiber optic transmitters,
ity links, site diversity systems, high-performance supert
u
u
ff
ff
a series of ruggedized microwave flange-mount transmitters, receivers, and optical delay line products that meet
We also offer
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 customers with high frequency,yy dynamic range, compam ct form-factors, and
extreme temperature, shock, and vibration tolerance. Sales of Defense Optoelectronics producdd ts related to U.S. government
contrat cts or subcontracts may be subject to renegotiation of profits or termination of contrat cts or subcou
the U.S. government or an agency thereof.
ntracts at the election of
Broarr dband
CATVAA
Lasers and Transmitters
We are a leader in providing RF over fiber products for the CATVAA
y
increase data transmission distance, speed, and bandwidth in hybrid
consumption. This empomm wers cable service operators to meet the growing demand for high-speed internet, HDTV,VV ultra HDTV,VV
4K, video streaming, and othet
distributed feedback ("DFB") analog lasers, optical receivers optimized for CATVAA ,VV data over cablea
specification ("DOCSIS") 3.1 and wireless, broadband photodiodes used in forward-and return-patht broadband, subass
fibff er amplm ifiers.
components, analog fiber-optic transmitters, quadrature amplitumm
r advanced services. Our products include forward and return-path 1310 nm and 1550 nm
enable cable systems providers to
less noise and power
service interface
u
de modulation transmitters, and CATVAA
fiber coaxial networks, witht
industry. Our products
emblm y
d
Our latest series of CATVAA
distance optical link performance, approaching traditional lithium niobate-based externally-modulated transmitters, and is more
ff
cost-effective
and far exceeds the performance of DFB laser-based systems. CATVAA
lly modulated laser (“L-EML”) technology that enables long
transmitters feature linear externar
transmitter producd ts are offeff
red on an
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original equipment manufacturing and original design manufact
systems. We also offeff
mm
and fiber amplifie
nm directly-modulated transmitters.
ff
r our own branded line of EMCORE Medallion series rack-mount CATVAA
urtt
ing basis for integration into complete CATVAA
transmission
transmitters, optical switches
rs. Our Medallion series products include DOCSIS 3.1, 1550 nm externally-modulated transmitters and 1550
Chip Devices
Telecommunications companies throughout the world have been extending their passive optical network (“PON”) infrastructure
to business, enterprise, and residential customers. We have suppu orted this market through commercialization of products
developed in our InP wafer faba to become a merchant suppl
also develop othet
features metal-organic chemical vapor deposition (“MOCVD”) 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,t wafer processing, device characterization, chip-on-
block (“COB”), TO-can, and optical sub-assemblm y from development through manufacturt
r specialty chips for the telecom and data center markets. Our semiconducd tor wafer fabrication facility
ier of high-performance chip devices to the telecom industry. We
ing.
u
• Highi
-Power Gain Chips ProPP ductstt - Through experience in the telecom tunable module market, we have design and
engineering expertise in the development and manufacff
transceivers utilized in coherent DWDM optical transmission systems.
turing of high-power gain chips for tunabla e lasers and
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Productstt - In addition to gigabia t passive optical network (“GPON”) and gain chip products, we also offeff
r
Photodi
ii
ode
tt
photodiodes for use in telecommunications and data center applications. These products include, but are not limited to,
2.5G and 10G APD top and bottom illuminated chips, 10G PIN photodiode chips, with additional products in
light detecting and ranging ("LiDAR") applications on a
development. In addition, we offeff
customized basis.
r receiver arrays forff
GPONOO FTTP and Data Centertt Chip Products - Our chip device's portfolio is continually developing to support the
latest advances in PON including GPON, 10G-EPON, XG-PON, XGS-PON, 4G LTE, and data center applications.
Our laser chip devices offeff
ring includes 2.5G DFB laser chips.
Other Optical Products
Lasers and subsyst
u
ems are sold into a variety of applications including distributed sensing, LiDAR, and wireless.
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LiDAR and Distributed Sensing Products - We offer narrow linewidth 1310 and 1550 nm DFB lasers optimized for
LiDAR and distributed sensing applications. With the development of autonomous vehicles advancing rapidly, we
have designed a continuous wavelength, coherent optical source laser for frequency modulation continuous
wavelength ("FMCW") sensing LiDAR applications that delivers low linewidths and high power, ideal for integrating
into autonomous driving applications.
• Wireless Communications Products - Wireless systems providers are building high-performance, integrated wireless
distributed antenna system (“DAS”) networks in subway tunnels, stadiums, hotels, high-speed trains, and cruise ships.
We have developed 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. Our 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.
Strategic Plan
Our strategy is to continue pioneering development of sensing and linear optical systems serving aerospace and defense and
broadband communications markets. We aim to design and build innovative products that are valued by our customers with the
intention to grow our sensing and linear product lines using innovative technology, either organically or through future
acquisitions. We seek solutions that maximize performance in transformative aerospace and defense systems and high-speed
communications networks. Our manufacturing approach is focused on the highest standards of precision that enable us to
deliver leading-edge products.
Customers
We have an increasingly global customer base that spans applications across telecommunications and CATV network
infrastructure, satellite communications, defense, and aerospace. Major customers include: Cisco Systems Inc., Commscope
Holding Company, Inc., and Raytheon Company and their respective affiliates, each of whom represented greater than 10% of
consolidated revenue in the fiscal year ended September 30, 2021. See Note 13 – Segment and Revenue Information in the
Notes to Consolidated Financial Statements for additional information about significant customers.
Sales and Marketing
We sell products worldwide through multiple channels made up of our direct sales force, application engineers, third party sales
representatives, and distributors. Our sales force is aligned according to product line to maximize expertise. We communicate
with customers’ engineering, manufacturing, and purchasing personnel throughout the sales cycle to provide optimized
customer solutions through product design, qualifications, performance, and price. As a result, we develop strategic and long-
lasting customer relationships with tailored products and services. Marketing efforts are focused on increasing brand awareness,
communicating our technological advantages, and generating leads. We use a variety of marketing methods, including our
website, participation at trade shows, and selective advertising to achieve these goals.
Manufacturing
We utilize MOCVD systems capable of processing a wide range of compound semiconductor-based materials. Operations
include wafer fabrication, device design and production, fiber optic module, subsystem and system design and manufacture,
and QMEMS gyroscope, accelerometer, and IMU and INS design and manufacture. Operations beyond wafer fabrication are
already largely and increasingly manufactured with our electronics manufacturing services ("EMS") partners. We are to a large
extent vertically integrated in the manufacture of QMEMS gyroscopes, accelerometers, inertial measurement units and inertial
navigation systems design and manufacture within our own facilities. Many of our manufacturing operations are computer
monitored or controlled to enhance production output and statistical control.
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We seek to minimize ongoing capital investments, while maximizing the variable nature of our cost structure. Where cost
advantages can be gained, we continue to outsource the production of certain products, subsystems, components, and
subassemblies to contract manufacturers ("CMs") located domestically or overseas. For example, we are in the process of
transitioning our CATV Lasers and Transmitters product line from in-house manufacturing in Beijing, China, to a variable cost,
EMS model as described in Part II, Item 7 Recent Developments, "Hytera and Fastrain Transactions".
Our manufacturing processes involve extensive quality assurance systems and performance testing. Our CMs also maintain
comprehensive quality assurance and delivery systems that are monitored for compliance. Our facilities have achieved and
continue to maintain certification status for quality management systems. Manufacturing facilities located in Alhambra,
California and Beijing, China are registered to ISO 9001 standards and the Concord, California facility is registered to AS 9100
standards.
Research and Development
Our industry is characterized by rapid changes in process technologies with increasing levels of functional integration. To that
end, research and development efforts focus on maintaining our technological competitive edge to improve the quality and
features of existing products. We strive to design new proprietary production technologies and products, improving the
performance of existing materials, components, and subsystems, and reducing costs in the product manufacturing process.
Many 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.
Supplier Relationships
We depend on a limited number of suppliers for certain raw materials, components, and equipment. Supplier relationships are
reviewed to mitigate risks and lower costs, especially where we depend on a few suppliers for critical components or raw
materials. Communications with suppliers are ongoing to prevent interruptions and our supply-chain management is focused on
maintaining quality while lowering purchase prices through standardized purchasing efficiencies and design requirements. We
strive to limit inventories to levels sufficient to meet near-term needs.
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 the ability to verify the origin of any "conflict minerals" used in our products.
Competition
The markets we serve are extremely competitive, characterized by rapid technological change. Primary competitive factors are
product cost, yield, throughput, performance, reliability, breadth of product line, product heritage, customer satisfaction, and
customer loyalty to competitors’ technologies. Certain product lines are subject to frequent introduction of new products, short
product life cycles, and significant price erosion. We face competition from numerous domestic and international companies,
who may have significant engineering, manufacturing, marketing, and financial resources. In addition, competitors may
develop enhancements to, or future generations of, products that offer superior price and performance characteristics.
Although our markets are competitive, there are substantial barriers to entry. These barriers include significant dependence on
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 sell products to current and future potential 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") and certain countries
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throughout the world, political and legal arrangements encourage the purchase of domestically produced goods, which places us
at a disadvantage in those regions or countries.
Order Backlog
Our product sales are made pursuant to purchase orders, in some cases with short lead times. These orders are typically subject
to revision or cancellation and can be made without deposits. Historically, for our CATV Lasers and Transmitters product line,
products have typically shipped within the same quarter in which a purchase order is received, and therefore 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.
Seasonality
In certain previous fiscal years, we have experienced an increase in revenues in the third and fourth fiscal quarters due to
increased sales of our CATV Lasers and Transmitters product line resulting from an increased build of cable networks during
seasons with warmer weather.
Intellectual Property and Licensing
We protect our proprietary technology by applying for patents to preserve the technology, related know-how, and information as
trade secrets. The success and competitive advantage of certain product lines depends heavily on the ability to obtain
intellectual property protection for proprietary technologies. We also rely on other intellectual property rights such as
trademarks and copyrights where appropriate and acquire, through license grants or assignments, the rights to patents on
inventions originally developed by others. We do not believe financial obligations under any of these agreements adversely
affects our business, financial condition, or results of operations.
As of September 30, 2021, we held approximately 56 U.S. patents and approximately 66 foreign patents and approximately
four 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 2021 and 2038. These patents and patent applications claim protection for various
aspects of current or planned commercial versions of our materials, components, subsystems, and systems.
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 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 hazardous raw materials, including, but not limited to, ammonia,
phosphine, and arsine. We have in-house 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.
Human Capital
Our ability to attract and retain qualified personnel is essential to continued success. Competition is intense in recruiting
personnel within the semiconductor and fiber optics industries. We are focused on retaining key contributors, developing staff,
and cultivating their continued commitment. As of September 30, 2021, we had approximately 365 employees, including
approximately 75 international employees that are located primarily in China. This represents a decrease of approximately 22
employees when compared to September 30, 2020. We believe that employee relations are good. Our employees are not
covered by a collective bargaining agreement, and we have never experienced any labor-related work stoppage.
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Availability of Information
We are subject to the information requirements of the Exchange Act. We file periodic reports, current reports, proxy statements,
and other information with the SEC. The SEC maintains a website at https://www.sec.gov that contains all of our information
that has been filed or furnished electronically with the SEC. Available free of charge on the website is a link to the 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.
ITEM 1A. Risk Factors
You should carefully consider the risks described below, some of which have manifested and any of which may occur in the
future, in addition to the other information contained in this report before making an investment decision with respect to any of
our securities. Our business, results of operations, and financial condition could be materially and adversely impacted by any of
these risks, which could in turn adversely affect our stock price. Additional risks not currently known to us or other factors not
perceived by us as material risks could also present significant risks to our business.
Risks Related to the Effects of COVID-19 and Other Potential Future Public Health Crises, Epidemics, Pandemics or
Similar Events.
The full effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events are
uncertain and could have a material and adverse effect on our business, financial condition, operating results, and cash flows.
The ongoing COVID-19 pandemic has negatively affected the U.S. and global economy, disrupted global supply chains,
significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place,” and created
significant disruption of the financial markets. The full extent of the COVID-19 impact on our operational and financial
performance will depend on future developments, including the duration and spread of the pandemic, the emergence of new
strains of the virus, the impact of vaccination efforts and related actions taken by the U.S. government, state and local
government officials, and international governments to prevent disease spread, all of which are uncertain, out of our control and
cannot be predicted.
Facility closures or further work slowdowns or temporary stoppages could occur, which could have a longer-term impact and
could delay our development efforts and our deliveries to customers, and other countries have different practices and policies
that can affect our international operations and the operations of our suppliers and customers. If significant portions of our
workforce are unable to work effectively, including because of illness, quarantines, absenteeism, government actions, facility
closures, travel restrictions or other restrictions in connection with the COVID-19 pandemic, our operations will be negatively
impacted. For example, COVID-19 related staffing shortages at the Thailand facility of our CM have negatively affected
production levels of our CATV module and transmitter products by the manufacturer. We may be unable to perform fully on our
contracts and our costs may increase as a result of the COVID-19 outbreak. The impact of COVID-19 could worsen if there is
an extended duration of any COVID-19 outbreak or a resurgence of COVID-19 infection in affected regions after they have
begun to experience improvement.
In addition, the COVID-19 pandemic has negatively affected, and could have further negative effects on, the timing of the sale
and transfer of certain CATV module and transmitter manufacturing equipment that we have agreed, as part of our efforts to
streamline operations and move to a variable cost model in our CATV Lasers and Transmitters product line, to sell to Shenzhen
Fastrain Technology Co., Ltd. and Hong Kong Fastrain Company Limited (collectively, “Fastrain”), for use by Fastrain in
connection with the manufacturing of certain CATV module and transmitter products for us from a manufacturing facility
located in Thailand. The sale and transfer of the equipment that remains in our possession is now expected to be completed
during the quarter ending March 31, 2022. The timing and completion of these transfers may be further disrupted as a result of
COVID-19, which could delay our recognition of the anticipated benefits of transferring this equipment and could disrupt our
manufacturing activities for these products.
As described elsewhere in Item 1A, Risk Factors of this Annual Report on Form 10-K for the fiscal year ended September 30,
2021, we rely on other companies to provide materials, major components and products, and to perform a portion of the
services that are provided to our customers under the terms of most of our contracts where we rely on these third parties. Many
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of our suppliers have at times temporarily ceased or limited their operations as a result of COVID-19 and failed to deliver parts
or components to us. For example, COVID-19 driven component shortages and delays have required us to spend significant
time sourcing critical components from alternative sources and, in some cases, forced us to design in alternative parts and
qualify them with customers on short schedules. These or similar actions may continue in the future, and an extended period of
global supply chain disruption caused by the response to COVID-19 could impact our ability to perform on our contracts and, if
we are not able to implement alternatives or other mitigations, product deliveries could be adversely impacted.
As a result of COVID-19, we could see reduced customer orders in certain of our product lines, which could adversely affect
our revenues, financial performance and cash flows, and could result in inventory write-downs and impairment losses.
Significant delays in inspection, acceptance and payment by our customers, many of whom are teleworking, could also affect
our revenues and cash flows, and current limitations on access to customer facilities could impact orders. For example,
qualification testing for certain of our products continues to be delayed due to customer engineering shortages and limitations
on their ability to access their facilities. In addition, limitations on government operations can also impact regulatory approvals
such as export licenses that are needed for international sales and deliveries for certain of our products. Government funding
priorities may change as a result of the costs of COVID-19, which could adversely affect our revenues arising from government
contracts or subcontracts, and with respect to such contracts, we could experience delays in new program starts or awards of
future work or in timelines for current programs, as well as the uncertain impact of contract modifications to respond to the
national emergency.
The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets, which, depending on
future developments, could impact our capital resources and liquidity in the future. If we need to raise additional capital to
support operations in the future, we may be unable to access capital markets and additional capital may only be available to us
on terms that could be significantly detrimental to our existing stockholders and to our business as a result of COVID-19. We
are also monitoring the impacts of COVID-19 on the fair value of our assets. While we do not currently anticipate any material
impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings and cash flows related to
intangible assets and goodwill below our current projections could cause these assets to be impaired.
Risks Related to Demand, Competition, Product Development and Manufacture, and Operations
We have incurred losses from continuing operations and our future profitability is not certain.
While we achieved income from operations of $25.6 million in the fiscal year ended September 30, 2021, for the fiscal years
ended September 30, 2020 and 2019, we incurred a loss from operations of $7.0 million and $36.0 million, respectively. Our
operating results for future periods are subject to numerous uncertainties and we cannot be certain that we will 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 a small company and dependent on a few products for success.
We are a small company with a narrow, focused portfolio of products. Our small size could cause our cash flow, results of
operations 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 a small number of customers. 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.
A small number of customers account for a significant portion of our revenue, and 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, 2021, sales to three customers accounted for an aggregate of 70% of total consolidated revenues, for
the fiscal year ended September 30, 2020, sales to three customers accounted for an aggregate of 57% of total consolidated
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revenues, and for the fiscal year ended September 30, 2019, sales to three customers accounted for an aggregate of 55% of total
consolidated revenues. Revenue from any major customer may decline or fluctuate significantly in the future. We may not be
able to offset any decline in sales from existing major customers with sales from new customers or other existing customers.
Because of 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, customers may be able to command increased leverage in negotiating prices
and other terms of sale, which could adversely affect profitability. If we are required to reduce pricing, 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 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, success will depend on
the continued ability to develop and manage relationships with significant customers, and we expect that the majority of sales
will continue to depend on sales of our products to a limited number of customers for the foreseeable future.
Future revenue is inherently unpredictable. As a result, operating results are likely to fluctuate from period to period, and we
may fail to meet the expectations of analysts and/or investors, which may cause volatility in our stock price and may cause the
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 quarterly or annual
operating results to fluctuate include:
increases or decreases in the markets for customers’ products;
discontinuation by 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;
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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 suppliers;
product liability claims;
other conditions affecting the timing of customer orders;
reductions in prices for our products or increases in the costs of 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;
pandemics, including COVID-19;
the emergence of new industry standards;
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the loss or gain of significant customers;
the introduction of new products and manufacturing processes;
changes in technology;
intellectual property disputes;
customs (including tariffs imposed on our products or raw materials, equipment, or components used in the production
of our products), import/export, and other regulations of the countries in which we do business;
the occurrence of merger and acquisition activities; and
acts of terrorism or violence and international conflicts or crises.
In addition, the limited lead times with which many customers order our products restrict the ability to forecast revenue. We
may also experience a delay in generating or recognizing revenue for a number of reasons. For example, in certain of our
product lines, 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 revenue objectives. Failure to ship
these products by the end of a quarter may adversely affect results of operations and cash flows.
As a result of the foregoing factors, we believe that period-to-period comparisons of results of operations should not be solely
relied upon as indicators of future performance.
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 customers, could result in a significant reduction in 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 workforce and inventories, and take a cautious approach to acquiring new equipment and
technologies, any of which could cause results of operations to fluctuate from period to period and harm our 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
estimates of customer demand. While customers generally provide us with their demand forecasts, they are typically not
contractually committed to buy any quantity of products beyond firm purchase orders. The short-term nature of customer
commitments and the possibility of unexpected changes in demand for their products limit the ability to accurately predict
future customer demand. On occasion, customers have required rapid increases in production, which has strained resources. We
may not have sufficient capacity at any given time to meet the volume demands of customers, or one or more 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, 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
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expenses are relatively fixed, reduction in customer demand would have an adverse effect on gross margin, results of
operations, and cash flow. During an industry downturn, there is also a higher risk that a larger portion of trade receivables
would be uncollectible. In addition, certain 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.
The acquisition of SDI and acquisitions of other companies or investments in joint ventures with other companies could
adversely affect operating results, dilute shareholders' equity, or cause us to incur additional debt or assume contingent
liabilities.
To increase business, maintain 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. For example, in June 2019, we acquired SDI, a navigation
systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing QMEMS technology. The
acquisition of SDI, and any other acquisitions, joint ventures and similar transactions that we may enter into from time to time,
involve a number of risks that could harm our business and result in SDI or any other acquired business or joint venture not
performing as expected, including:
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problems integrating the acquired operations, personnel, technologies, or products with the existing business and
products;
failure to achieve cost savings or other financial or operating objectives with respect to an acquisition;
possible adverse short-term effects on cash flows or operating results, and the use of cash and other resources for the
acquisition that might affect liquidity, and that could have been used for other purposes;
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;
difficulties in the integration of financial reporting systems, which could cause a delay in the issuance of, or impact the
reliability of the consolidated financial statements;
failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002, including a delay in or failure to successfully
integrate these businesses into our internal control over financial reporting;
insufficient experience with technologies and markets in which the acquired business is involved, which may be
necessary to successfully operate and integrate the business;
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, environmental liabilities, regulatory liabilities, 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 ("EPS") 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
shareholders' equity, or require us to incur indebtedness.
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 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 Committee of the Board of Directors and management may from
time to time be engaged in evaluating potential transactions and other strategic alternatives. In addition, from time to time, we
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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 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 management resources to
analyzing and pursuing such a transaction, which could negatively impact 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 operations or stock price. We do not intend to provide updates or make further
comments regarding the evaluation of strategic alternatives, unless otherwise required by law.
If we are unable to successfully manage the transition of certain manufacturing operations from our Beijing facility to a CMs
facility, our business, financial condition, results of operations, and cash flows could be harmed.
In October 2019, we entered into (a) an agreement with Hytera Communications (Hong Kong) Company Limited and Shenzhen
Hytera Communications Co., Ltd. (collectively, "Hytera") to transfer and sell to Hytera the equipment that was being used by us
to manufacture certain of our CATV modules and transmitters (the "Hytera Asset Purchase Agreement") and (b) an agreement
pursuant to which Hytera agreed to manufacture such CATV modules and transmitters for sale to us, and in August 2021, we
entered into agreements with Fastrain pursuant to which (a) we and Hytera agreed to terminate the existing agreements described
above, (b) Hytera agreed to transfer to Fastrain the equipment previously sold by us to Hytera, (c) we agreed to transfer and sell
to Fastrain the equipment that remained to be transferred pursuant to the Hytera Asset Purchase Agreement along with additional
manufacturing equipment owned by us and not covered by the Hytera Asset Purchase Agreement (d) Fastrain agreed to
manufacture such CATV modules and transmitters for sale to us. In connection with these agreements, the manufacture of our
product lines and sub-assemblies previously manufactured at our Beijing facility is in the process of being relocated to a facility
located in Thailand.
This transition has involved and could continue to involve the re-acceptance and requalification of certain of our products by
customers, potentially creating a competitive disadvantage for our products. These initiatives can be time-consuming, disruptive
to our operations, and costly in the short-term. In addition, restrictions related to the COVID-19 pandemic have negatively
affected the timing of the sale and transfer of certain CATV module and transmitter manufacturing equipment to Hytera and
Fastrain, as applicable. Travel into Thailand by our manufacturing engineers to support the transfer has at times been difficult,
and customer product qualification processes for products being manufactured in Thailand have been delayed at times due to our
customers’ inability to access their facilities to perform testing. The timing and completion of these transfers may be further
disrupted as a result of COVID-19, which could delay our recognition of the anticipated benefits of transferring this equipment
and could disrupt our manufacturing activities for these products. This transition has also and will continue to cause us to incur
costs associated with the shipment of complex manufacturing equipment. If we are unable to manage this transfer smoothly and
comprehensively, we could suffer delays, resulting in harm to our reputation with our customers and potentially loss of customers.
If we are unable to successfully manage the relocation or initiation of the manufacture of these products by our CM, our business,
financial condition, results of operations and cash flows could be harmed.
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 the 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 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
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do not receive sufficient orders to profitably use allocated production capacity, our business, financial condition, results of
operations, and cash flows may be adversely affected.
Historical and future budgets for operating expenses, capital expenditures, operating leases, and service contracts are based
upon 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.
Our products are difficult to manufacture. Production could be disrupted and results of operations and cash flows could suffer
if 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
are often 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 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 gross margins. Because the majority of our manufacturing costs are
fixed, achieving planned production yields is critical to 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 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 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 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 customer requirements, manufacturing facilities, or processes or those of third-party CMs and
component suppliers have historically caused, and may in the future cause, significantly reduced manufacturing yields,
negatively impacting the gross margins on, and production capacity for, those products. 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 suppliers.
We also have substantial risk of interruption in manufacturing resulting from fire, natural disaster, equipment failures, acts of
government, or similar events, because we manufacture most of our products using few facilities, and do not have back-up
facilities available for manufacturing these products. We could also incur significant costs to repair 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, may
not be readily available from multiple vendors, and would be difficult to repair or replace if they 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 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.
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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. 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 competitors, to develop products that effectively
compete with competitors’ products used in new applications, such as remote physical layer, or to license the technology from
third parties that is necessary for our products. Product development delays may result from numerous factors, including:
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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. Future performance will depend on 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 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 research and development efforts, our business, financial condition, results of operations, and cash flows may be adversely
affected.
Spending to develop and improve technology may adversely impact financial results.
We intend to increase our capital expenditures compared to recent periods, subject to generation of sufficient cash from
operations. In addition, we may need to increase research and development expenses in order to attempt to improve existing
technology and develop new technology. Increasing capital expenditures or 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 financial results. If we are unable to fund these types of expenditures, we may be unable to improve 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 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 improve the design of their existing products and will
introduce new products with enhanced performance characteristics.
The introduction of new products and more efficient production of existing products by 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,
competitors may be willing to provide their products at lower prices, accept a lower profit margin, or spend more capital in
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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 current and potential customers who may attempt to integrate
their operations by producing their own components and subsystems or acquiring a competitor, 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 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 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.
A failure to attract and retain managerial, technical, and other key personnel could reduce revenue and operational
effectiveness.
Future success depends, in part, on the ability to attract and retain certain key personnel, including scientific, operational,
financial, and managerial personnel. In addition, 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, senior managers, and executives) is intense. Because of this competition for skilled employees, we may be
unable to retain existing personnel or attract additional qualified employees in the future to keep up with 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 workforce and other cost reduction efforts.
If spending for CATV and optical communications networks declines, revenues and financial performance may decline.
A material portion of revenues depend 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
realized and investment in CATV and communications networks does not grow as anticipated, revenues, results of operations,
and gross margins could be harmed.
Ability to achieve operational and material cost reductions and to realize production efficiencies for operations is critical to
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 customers to accept and qualify the new designs, potentially
creating a competitive disadvantage for our products. These initiatives can be time-consuming, disruptive to operations, and
costly in the short-term. Successfully implementing these and other cost-reduction initiatives throughout operations is critical to
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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.
Operating results could be harmed if we are unable to obtain timely deliveries of sufficient materials, components, or services
of acceptable quality from sole or limited sources, or if the prices of materials, components, or services 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. For
example, during the fiscal year ended September 30, 2021, COVID-19 driven component shortages and delays required us to
source critical components from alternative sources and, in some cases, to design in alternative parts and qualify them with
customers on short schedules, and COVID-19 related staffing shortages at the Thailand facility of our CM negatively affected
production levels of our CATV Laser and Transmitter products by the manufacturer. 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 suppliers, we risk serious
disruption to 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 sole 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, or if import tariffs are imposed on these materials. 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 results of operations and cash flows. In addition, reliance on these suppliers may
adversely affect 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.
If CMs fail to deliver qualified products at reasonable prices and on a timely basis, our business, financial condition, results of
operations, and cash flows could be adversely affected.
We use CMs as a less-expensive alternative to manufacture certain products. CMs in Asia currently manufacture a significant
portion of our CATV Laser and Transmitter products and components and a CM in the U.S. currently manufactures a significant
portion of our Defense Optoelectronics products. In some cases, we supply inventory to CMs, and we bear the risk of loss,
theft, or damage to inventory while it is held in their facilities.
If these CMs do not fulfill their obligations to us, or if we do not properly manage these relationships and the transition of
production to these CMs, 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
CMs, or if any of the CMs experience financial difficulty, delays, disruptions, capacity constraints, or quality control problems
in their operations, the ability to ship products to customers could be impaired and our competitive position and reputation
could be harmed.
The use of CMs located outside of the U.S. also subjects us to the following additional risks that could significantly impair the
ability to source contract manufacturing requirements internationally, including:
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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;
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trade and travel restrictions; and
the outbreak of infectious diseases which could result in travel restrictions or the closure of the facilities of our CMs.
Any of these factors could significantly impair the ability to source contract manufacturing requirements internationally. In
some cases, prior to customers accepting products manufactured at CMs, they must qualify the product and manufacturing
processes. The qualification process determines whether the product manufactured at our CM achieves our customers' quality,
performance, and reliability standards. The qualification process can be lengthy and expensive, with no guarantee that any
particular product qualification process will lead to profitable product sales, and expectations as to the time periods required to
qualify a product line and ship products in volumes to customers may be erroneous. Delays in qualification can impair expected
timing of the transfer of a product line to our CM and may impair expected amount of sales of the effected products. Any of
these uncertainties or delays could adversely affect operating results and customer relationships. For example, during the fiscal
year ended September 30, 2020, customer product qualification processes for our CATV Laser and Transmitter products that
were beginning to be manufactured at a CM’s facility in Thailand were delayed due to our customers’ inability to access their
facilities to perform testing due to COVID-19, causing delays in the ability to have such products manufactured from this
location and increasing costs to produce these products.
In addition, certain CMs 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 CMs 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 customer relationships, any of which could
harm our business, financial condition, results of operations, and cash flows.
We participate in VMI programs for the benefit of certain customers, which could result in increased inventory levels and/or
decreased visibility into the timing of sales.
Certain significant customers have implemented a supply chain management tool called vendor managed inventory ("VMI")
that requires us 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 we or our CM
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 us until
the inventory is drawn or pulled, which is the time at which the sale takes place. In addition, certain customers require us to
maintain agreed levels of product inventory at our own locations. Participation in VMI programs and commitment to other
product inventory requirements at our own locations has resulted in experiencing higher levels of inventory than we might
otherwise and has decreased visibility into the timing of when finished goods will ultimately result in revenue-generating sales.
Such VMI programs and other inventory requirements increase the likelihood that estimates of customers’ requirements that
prove to be greater than 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 customers’ VMI programs or other inventory
requirements, our business, financial condition, results of operations, and cash flows may 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 customers and us. However, defects may
occur from time to time. 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
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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, 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 engineering personnel from 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 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 or entirely cover costs that may arise from defects in 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.
Shifts in industry-wide demands and inventories could result in significant inventory write-downs.
The life cycles of some 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 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 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 manufacturing cost or net
realizable market value.
If future demand or market conditions are less favorable than 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 customers, we typically sell our products pursuant to purchase orders
with short lead times, and even where we do have long-term supply contracts, customers are typically not obligated to purchase
any minimum amount of our products. As a result, in most cases customers could stop purchasing our products at any time, and
we must fulfill orders in a timely manner to keep them satisfied.
Risks associated with an absence of long-term purchase commitments with customers include the following:
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customers can stop purchasing our products at any time without penalty;
customers may purchase products from competitors; and
customers are not required to make minimum purchases.
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These risks are increased by the fact that our customers include large, sophisticated companies that 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.
The majority of development contracts are for a fixed price, and 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 estimated cost to perform the work, either of which could adversely affect results of
operations. Some fixed-price development contracts include initial production units in their scope of work. Successful
performance of these contracts depends on the ability to meet production specifications and delivery rates. If we are unable to
meet these contract requirements, revenue from these contracts could be reduced through the incorporation of liquidated
damages, the contract could be terminated for default, and we could be subject to other financially significant consequences. We
use our 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 used to prepare the consolidated financial statements are
appropriate, future events could result in unfavorable adjustments to those estimates which in turn would adversely affect
results of operations.
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.
Risks Related to International Sales and Operations
Changes in U.S. and international trade policies, particularly with regard to China, may adversely impact our business and
operating results.
The U.S. government has recently taken certain actions with respect to its trade policies, including recently imposed tariffs
affecting certain products manufactured in China, and may take further actions with respect to these policies in the future. For
example, the U.S. and China have applied tariffs to certain of each other’s exports. Certain of our Broadband products
manufactured by our Chinese subsidiary have been included in the tariffs imposed on imports into the U.S. from China, and
these products manufactured by our Chinese subsidiary may be subject to tariff increases that may be implemented in the
future. China has imposed retaliatory tariffs affecting certain products manufactured in the U.S. and imported into China,
including our chip products manufactured in the U.S., and other products manufactured by us in the U.S. may be included on
lists of products to be targeted by proposed tariff increases that may be implemented by China in the future. The
implementation of these tariffs could result in decreased sales of our products manufactured in China and shipped to the U.S.
and sales of our products manufactured in the U.S. and shipped to China, which would negatively impact our business.
In addition, it is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted that
increase the cost of importing products into the U.S., or that might trigger retaliatory action by U.S. trading partners. Further, it
is unknown what effect any such new tariffs or retaliatory actions would have on us or our industries and customers. For
example, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel
companies that do business in China to partner with local companies to conduct business and provide incentives to government-
backed local customers to buy from local suppliers. If any new tariffs, legislation, and/or regulations are implemented, or if
existing trade agreements are renegotiated or if China or other effected countries take retaliatory trade actions, such changes
could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
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We currently 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 currently operate a manufacturing facility and certain operations logistics
functions 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 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 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.
These uncertainties may impede the ability to enforce the contracts we have entered into with 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. 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.
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, failure to comply with applicable laws and regulations or
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, including import tariffs as described in more detail above, 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, results of operations and cash flows could be adversely affected.
Retention of employees in China is a challenge as compared to companies headquartered in China. If our China employee
turnover rates are higher than we expect, or we otherwise fail to adequately manage these rates, then our business and results of
operations could be adversely affected.
We may have difficulty 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”) and
reporting procedures is less common in China. As a consequence, and due to our current operations in China, we may have
difficulty employing accounting personnel experienced with U.S. GAAP, and we may have difficulty integrating our China-
based accounting staff with our U.S.-based finance organization. As a result of these factors, we may experience difficulty in
maintaining adequate 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.
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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 related entities. 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 cash and cash equivalent balances.
We have significant international sales, which expose us to additional risks and uncertainties.
For the fiscal years ended September 30, 2021, 2020 and 2019, sales to customers located outside the U.S. accounted for
approximately 12%, 17%, and 21%, respectively, of consolidated revenue, with revenue assigned to geographic regions based
on customers’ billing address. Sales to customers in Asia represent the majority of international sales. We believe that
international sales will continue to account for a significant percentage of revenue as we seek international expansion
opportunities. In addition, certain sales to customers with a U.S. billing address may be physically shipped to a location outside
of the U.S. International sales and operations are subject to a number of material risks, including, but not limited to:
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political and economic instability or changes in U.S. government policy with respect to the foreign countries where
customers are located may inhibit export of 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 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 or may reduce gross margin on these products;
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 customers may damage 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, which we may incorporate into certain products, could prevent us from selling these products in these regions;
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 the 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 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").
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Risks Related to Intellectual Property Rights, Litigation, and Cybersecurity
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 industries are held by others, including
competitors and certain academic institutions. 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:
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infringement claims (or claims for indemnification resulting from infringement claims) will not be asserted against us
or that such claims will not be successful;
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 results of operations and cash flows.
For example, in June 2018, Phoenix commenced an arbitration against us with the American Arbitration Association ("AAA")
in New York and a special proceeding against us in the New York Supreme Court, Commercial Division. Please see the
disclosures in Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements for additional
information regarding these proceedings.
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 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.
Success depends to a significant degree on the 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 U.S. and selected international jurisdictions, most of which have been issued. We cannot guarantee that
pending applications will be approved by the applicable governmental authorities. Moreover, 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 U.S. or other foreign countries may
limit the 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, as well as contractual provisions. We enter into confidentiality and invention assignment
agreements with 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 employees or
those of our CMs end their employment or engagement with us or with them, 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
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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 the 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.
We may be obligated to indemnify customers and vendors for claims that our intellectual property infringes the rights of others,
which may result in substantial expense to us.
We may be required to indemnify customers or vendors for intellectual property claims made against them for products
incorporating our technology. As such, claims against 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
business relationships and result in substantial costs to us.
We face certain litigation risks that could harm our business.
We may become subject to various legal proceedings and claims that arise in or outside the ordinary course of business. The
results of legal proceedings are difficult to predict. Moreover, complaints that may be filed against us may not specify the
amount of damages that plaintiffs seek, and we therefore may be unable to estimate the possible range of damages that might be
incurred should these lawsuits be resolved against us. If any litigation is resolved against us, we could be subject to substantial
damages. Thus, an unfavorable outcome or settlement of one or more lawsuits may have an adverse effect on our business,
financial condition, results of operations, and cash flows. Even if litigation is 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.
Costs of defending litigation have been significant in the past, may continue, and may not be covered by our insurance policies.
The defense of litigation could also result in diversion of management's time and attention away from business operations,
which could harm our business.
We could be subject to legal consequences if we fail to comply with the Modified Partial Final Award issued in connection with
the Phoenix legal proceedings.
In the Interim Award incorporated by reference into the Modified Partial Final Award (in each case as defined in the disclosures
in Note 11 – Commitments and Contingencies in the Notes to Consolidated Financial Statements), the arbitrator determined and
ordered that we are required to pay Phoenix a royalty of 7.5% of the sale price on (a) future customer payments for certain of
our product contracts previously entered into at the time the Interim Award was issued and (b) customer payments for future
sales of any product using any Deemed Trade Secret (as defined in the disclosures in Note 11 – Commitments and
Contingencies in the Notes to Consolidated Financial Statements), in each case payable in a single lump sum within one month
of completion of the calendar quarter in which payment has been received from the customer, and we are required to
concurrently submit to Phoenix a written report that sets forth the calculation of the amount of the royalty payment in a form
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similar to previous royalty reports, provided that following the first $1.0 million of royalty payments on our EMP-1 product
only, inclusive of payments made to date, we are required to pay to Phoenix a royalty of 2.25% of the sale price (net of any
warranty work, returns, rebates, discounts, or credits) with respect to subsequent sales of our EMP-1 product. We are required
to continue to make royalty payments in this manner until such time as we have in good faith determined, and can so document,
that we have completely ceased use of the Deemed Trade Secrets, and must provide notice of this determination to Phoenix. It
is possible that additional legal proceedings will follow if we attempt to provide this notice to Phoenix, which would require us
to incur additional costs and divert management’s attention. If we fail to comply with these obligations, we could be subject to
additional claims, penalties, or judgments, which could harm our business, financial condition, results of operations, and cash
flows. In addition, we could be subject to significant legal costs and expenses in connection with the interpretation of certain of
the obligations pursuant to the Interim Award, which could harm 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 the
ability to expand and update this infrastructure in response to 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.
The secure maintenance of this information is critical to our business and reputation. Despite implementation of security
measures, 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. These types of attacks have increased, in general, as more businesses implement
remote working environments. Our business is also subject to break-ins, sabotage, and intentional acts of vandalism by third
parties as well as intentional and unintentional acts by employees or other insiders with access privileges. Customers’ network
and storage applications may be subject to similar disruptions. It is often difficult to anticipate or immediately detect such
incidents and the damage caused by such incidents. Data breaches and any unauthorized access or disclosure of information,
employee information, or intellectual property could compromise our intellectual property, trade secrets, and other sensitive
business information, any of which could result in legal action against us, exposure of our intellectual property to competitors,
damages, fines, and other adverse effects. A data security breach could also lead to public exposure of personal information of
employees, customers, and others. Any such 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.
Cyber-attacks, such as computer viruses, or other forms of cyber terrorism, may disrupt access to our network or storage
applications. Such disruptions could result in delays or cancellations of customer orders or delays or interruptions in the
production or shipment of products. Data security breaches involving data center customers could affect their financial
condition and ability to continue to purchase our products. In addition, cyber-attacks may cause us to incur significant
remediation costs, result in product development delays, disrupt key business operations, and divert attention of management
and key information technology resources. These incidents could also subject us to liability, expose us to significant expense,
and cause significant harm to our reputation and our business.
In addition, our technology infrastructure and systems are vulnerable to damage or interruption from natural disasters, power
loss, and telecommunications failures. 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 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.
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We may be subject to theft, loss, or misuse of personal data about employees, customers, or other third parties, which could
increase 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, 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 business
practices.
Risks Related to Governmental Regulation
We could be subject to legal and regulatory consequences if we fail to comply with applicable export control laws and
regulations.
Exports of certain products are subject to export controls imposed by the U.S. government and administered by the U.S.
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 ("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 ("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 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 failure to comply with applicable
regulations could subject us to penalties that may restrict the ability to conduct business.
As a contractor and/or subcontractor to the U.S. government, we are subject to and must comply with various government
regulations that impact 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:
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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
the FCPA, 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.
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Failure to comply with applicable regulations, rules and approvals, or misconduct by any employee, could result in the
imposition of fines and penalties, the loss of government contracts, or 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 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 for the foreseeable future the growth of our Navigation and Inertial Sensing product line will depend, to a
certain degree, on the ability to win government contracts and subcontracts, in particular from the Department of Defense.
Many 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, budget cutbacks at these agencies, or government shutdowns. 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
or government shutdowns. 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
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 the 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.
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 increase 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 production activities. If 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 operations and incur substantial remediation and other costs or liabilities. We are also subject to a number of
federal and state laws and regulations related to safety, including the Occupational Safety and Health Administration (“OSHA”)
and comparable state statutes, the purpose of which are to protect the health and safety of workers. Failure to comply with
OSHA requirements and other related state regulations, including general industry standards, record keeping requirements, and
monitoring and control of occupational exposure to regulated substances, could have a material adverse effect on results of
operations and financial condition if we are subjected to significant penalties, fines, or compliance costs. In addition, certain
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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 EU's
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 the ability to export products to the EU and could adversely
affect our business, financial condition, results of operations, and cash flows. In addition, we purchase certain chemicals from
Europe and Asia that are unique, nearing the end of life, and could be subject to future changes to environmental regulations in
the country of origin and/or the U.S. In the event new restrictions are placed on any such chemicals, they may be difficult to
replace, and may require us to re-design or re-validate existing products that use such chemicals in their production.
In connection with compliance with such environmental laws and regulations, as well as compliance with industry
environmental initiatives, the standards of business conduct required by some customers, and 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 operations. In addition, in recent 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 the
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
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 component suppliers fail to timely comply
with applicable legislation, customers may refuse to purchase 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.
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 the
ability to utilize these chemicals or the costs of doing so.
We are subject to anti-corruption laws in the jurisdictions in which we operate, including the FCPA. 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 anti-corruption
laws. Although we have implemented policies and procedures designed to ensure that we, our employees, and other
intermediaries comply with the FCPA and other anti-corruption 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 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 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 anti-
corruption 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.
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If we identify deficiencies in our current system of internal controls or fail to remediate them, we may not be able to accurately
report 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 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
internal controls that need improvement.
We have devoted significant resources to remediate and improve 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
financial processes and reporting in the future. Any failure to implement required, new, or improved controls, or difficulties
encountered in their implementation, could harm operating results or cause us to fail to meet 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 the Board of Directors 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 the balance sheet. As of September 30, 2021, we had $22.5 million of
property, plant and equipment, net, on the consolidated balance sheet. If we make changes in our business strategy or if market
or other conditions adversely affect business operations, we may be forced to record an impairment charge related to these
assets, which would adversely impact 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 assumptions as to
prices, costs, holding periods, or other factors that may result in changes in 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 property, plant and equipment on an ongoing basis, and significant changes in any one assumption could
produce a significantly different result. In such a circumstance, we may incur substantial impairment charges, which would
adversely affect financial results. In any period where our stock price, as determined by market capitalization, is less than book
value, this too could indicate a potential impairment and we may be required to record an impairment charge in that period.
Compliance with regulations related to conflict minerals and other regulations with respect to our supply chains 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 us. We may determine, as part of
compliance efforts, that certain products or components we obtain from suppliers contain conflict minerals. If we are unable to
conclude that all 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
products be certified as conflict free, which could place us at a competitive disadvantage. 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 suppliers, including the ability to obtain products or components in sufficient quantities and/or at competitive prices.
Certain customers are requiring additional information from us regarding the origin of raw materials and complying with these
customer requirements may cause us to incur additional costs. Our supply chain is complex and we may be unable to verify the
origins for all metals used in products.
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In addition, the U.S. federal government has issued policies for federal procurement focused on eradicating the practice of
forced labor and human trafficking, and the United Kingdom and the State of California have issued laws that require us to
disclose our policy and practices for identifying and eliminating forced labor and human trafficking in our supply chain. Several
customers, as well as the Electronic Industry Citizenship Coalition, have also issued expectations to eliminate these practices
that may impact us. While we have a policy and management systems to identify and avoid these practices in our supply chain,
we cannot guarantee that suppliers will always be in conformance to these laws and expectations. We may face enforcement
liability and reputational challenges if we are unable to sufficiently meet these expectations. Moreover, we are likely to
encounter challenges with customers if we cannot satisfy their forced and trafficked labor polices and they may choose a
competitor’s product.
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 Code, as amended 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”) 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.
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 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
common stock. For example, our amended and restated certificate of incorporation and amended and restated bylaws:
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•
provide that directors may be removed at any time, but only for cause and only by the affirmative vote of the holders
of at least a majority of outstanding shares of capital stock entitled to vote generally in the election of directors cast at
a meeting of shareholders called for that purpose;
provide that a super majority vote of 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% or
more of the outstanding shares of capital stock entitled to vote generally in the election of directors for certain business
combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by
two-thirds of continuing directors;
authorize the issuance of preferred stock, without any requirement of vote or class vote of shareholders, commonly
referred to as “blank check” preferred stock, which shares of preferred stock may have rights senior to those of
common stock;
limit the persons who can call special shareholder meetings; shareholders do not have authority to call a special
meeting of shareholders;
establish advance notice requirements that must be complied with by shareholders to nominate persons for election to
the 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 the Board of Directors by action of 66 2/3% of the directors and not by the
shareholders.
34
These and other provisions in our organizational documents could allow the Board of Directors to affect the rights of
shareholders in a number of ways, including making it difficult for shareholders to replace members of the Board of Directors.
Because the Board of Directors is responsible for approving the appointment of members of the 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 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 shareholders and this could depress the price of our common stock.
General Risk Factors
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, and particularly in 2020 and 2021 with the impact of the COVID-19 pandemic, 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 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 revenues. We cannot predict the timing, strength, or duration of any economic slowdown or subsequent
economic recovery, worldwide or within our industries. 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 operations and financial
performance. Such events could result in physical damage to one or more facilities, the temporary closure of one or more
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, such as the COVID-19 pandemic, whether occurring in the
U.S. 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 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 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 may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to 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. However, we operate in
industries 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:
35
invest in research and development efforts, including by hiring additional technical and other personnel;
•
• maintain and expand operating or manufacturing infrastructure;
•
•
acquire complementary businesses, products, services or technologies; or
otherwise pursue 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 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 the 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 competitors, or the
industries in which we operate and compete, changes in market valuation or earnings of competitors, legislation or regulatory
policies, practices, or actions, sales of our common stock by 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 the 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 industries 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, the only opportunity to achieve a return on an
investment in our common stock may be an increase in the price of our common stock.
Although we paid a special dividend in 2016, we may not pay additional dividends in the future. The terms of our loan and
security agreement with our financial institution restrict our ability to pay dividends. Consequently, the only opportunity to
achieve a return on an investment in our common stock may be through an increase in the market price of our common stock
over the price paid, of which there is no guarantee.
***
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.
36
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. Properties
We lease building space consisting of corporate, manufacturing, research and development, and other facilities. We lease
principal facilities in Alhambra and Concord, California, and Beijing, China. The facility in Alhambra, California, with
approximately 66,000 square feet, is leased through 2031 with respect to four of the five buildings (totaling 50,000 square feet)
with an option to extend, and is utilized as the corporate headquarters as well as for manufacturing and research and
development for our Aerospace and Defense and Broadband segments. The facility in Concord, California, with approximately
110,000 square feet, is leased through 2035 with an option to extend and is utilized as manufacturing and research and
development for our Aerospace and Defense segment. One facility in Beijing, China, with approximately 23,000 square feet, is
leased through April 2022 and is utilized for manufacturing for our Broadband segment and another facility in Beijing, China
with approximately 5,000 square feet, is leased through January 2025 and is utilized for research and development for our
Broadband segment.
ITEM 3. Legal Proceedings
See Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements for disclosures related to
legal proceedings, which disclosures are incorporated herein by reference.
ITEM 4. Mine Safety Disclosures
Not applicable.
37
PART II.
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Market Information
Our common stock is traded on the Nasdaq Global Market and is quoted under the symbol "EMKR". As of November 29, 2021,
we had approximately 60 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.
Dividend Policy
We expect to retain all earnings to finance the expansion and development of our business, and we do not currently intend to
pay any cash dividends on capital stock in the foreseeable future.
ITEM 6. Selected Financial Data
Part II, Item 6 is no longer required as the Company has adopted certain provisions within the amendments to Regulation S-K
that eliminate Item 301.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto included in Financial Statements and Supplementary Data under Item 8 within this Annual
Report. The following discussion contains forward-looking statements that reflect plans, estimates, and beliefs. Actual results
could differ materially from those discussed in the forward-looking statements. See Cautionary Note Regarding Forward-
Looking Statements.
Business Overview
EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) is a
leading provider of sensors for navigation in the aerospace and defense market as well as a manufacturer of lasers and optical
subsystems for use in the Cable TV ("CATV") industry.
We pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of CATV directly on fiber,
and today is a leading provider of advanced mixed-signal products serving the aerospace and defense and broadband
communications markets. The mixed-signal technology, at the heart of our broadband communications products, is shared with
our fiber optic gyroscopes ("FOG") and inertial sensors to provide the aerospace and defense markets with state-of-the-art
navigation systems technology. We have fully vertically-integrated manufacturing capability through our indium phosphide
("InP") compound semiconductor wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz
processing and sensor manufacturing facility in Concord, CA. These facilities support our vertically-integrated manufacturing
strategy for quartz and FOG products for navigation systems, and for our chip, laser, transmitter, and receiver products for
broadband applications.
We have two reporting segments: (a) Aerospace and Defense and (b) Broadband. Aerospace and Defense is comprised of two
product lines: (i) Navigation and Inertial Sensing, and (ii) Defense Optoelectronics. Broadband is comprised of three product
lines: (i) CATV Lasers and Transmitters, (ii) Chip Devices, and (iii) Other Optical Products.
38
Recent Developments
COVID-19
We are subject to ongoing risks and uncertainties as a result of the COVID-19 pandemic. The full extent of the COVID-19
impact on operational and financial performance is highly uncertain, out of our control, and cannot be predicted.
Each region we and our supply chain partners operate in has been affected by COVID-19 at varying times and magnitudes,
often creating unforeseen challenges associated with logistics, raw material supply and labor shortages. Many of our suppliers
have at times temporarily ceased or limited operations as a result of COVID-19 and failed to deliver parts or components to us.
For example, at various times during the fiscal year ended September 30, 2021, unexpected delays and cancellations of key
component deliveries required us to source critical components from alternative sources and, in some cases, forced us to design
in alternative parts and qualify them with customers on short schedules, and COVID-19 transmission in Thailand negatively
affected production levels of our CATV Lasers and Transmitters products by our contract manufacturer located there. These and
other actions resulting from the effects of COVID-19 may continue in the future and cause additional challenges to and
disruptions of our business, inventory levels, operating results, and cash flows.
In addition, restrictions related to the COVID-19 pandemic have negatively affected the timing of the sale and transfer of
certain CATV module and transmitter manufacturing equipment to Hytera and Fastrain (each as defined below), as described in
more detail below under “Hytera and Fastrain Transactions”. Travel into Thailand by manufacturing engineers to support the
transfer has at times been difficult. While we are taking actions within our supply chain and manufacturing operations to
mitigate the effects of these delays and now expect the transfer to be completed during the quarter ending March 31, 2022, the
timing and completion of these transfers may be further disrupted as a result of COVID-19, which could delay recognition of
the anticipated benefits of transferring this equipment and could disrupt manufacturing activities for these products.
Our customer orders to date have generally remained stable with our pre-COVID-19 outlook, except with respect to customer
orders related to the CATV Lasers and Transmitters product line, which have increased compared to our pre-COVID-19
outlook. However, qualification testing for certain of our products has been delayed due to customer engineering shortages and
limitations on their ability to access their facilities, and development timelines for certain programs have been extended. We
continue to analyze on an ongoing basis how COVID-19 related actions could affect our product development efforts, future
customer demand, timing of orders, recognized revenues, and cash flows.
Equity Offering
On February 16, 2021, we closed an offering of 6,655,093 shares of our common stock, which included the full exercise of the
underwriters’ option to purchase 868,056 additional shares of common stock, at a price to the public of $5.40 per share,
resulting in net proceeds to us from the offering, after deducting the underwriting discounts and commissions and other offering
expenses, of approximately $33.1 million. The shares were sold by us pursuant to an underwriting agreement with Cowen and
Company, LLC, dated February 10, 2021.
Hytera and Fastrain Transactions
As part of the effort to streamline operations and move to a variable cost model in our CATV Lasers and Transmitters product
line, on October 25, 2019, we entered into an Asset Purchase Agreement (the “Hytera Asset Purchase Agreement”) with Hytera
Communications (Hong Kong) Company Limited, a limited liability company incorporated in Hong Kong (“Hytera HK”), and
Shenzhen Hytera Communications Co., Ltd., a corporation formed under the laws of the P.R.C. (“Shenzhen Hytera”, and
together with Hytera HK, “Hytera”), pursuant to which Hytera agreed to purchase from us certain CATV module and
transmitter manufacturing equipment (the “Equipment”) that we owned and that was located at the manufacturing facility of our
wholly-owned subsidiary, EMCORE Optoelectronics (Beijing) Co, Ltd., a corporation formed under the laws of the P.R.C..
On August 9, 2021, we entered into an Asset Purchase Agreement (the “Fastrain Asset Purchase Agreement”) with each of
Shenzhen Fastrain Technology Co., Ltd., a corporation formed under the laws of the P.R.C. (“Shenzhen Fastrain”), and Hong
Kong Fastrain Company Limited, a limited liability company incorporated in Hong Kong (“HK Fastrain”, and together with
Shenzhen Fastrain, collectively, “Fastrain”), pursuant to which, among other items, Fastrain agreed to purchase all of the
39
Equipment subject to the Hytera Asset Purchase Agreement, along with certain other equipment owned by us, for an aggregate
price of $6.2 million, of which (a) $3.8 million had been paid to us as of September 30, 2021 and (b) $2.4 million remains to be
paid to us in connection with Equipment currently located at our Beijing facility and to be transferred pursuant to one or more
closings on dates mutually agreed between us and Fastrain.
Concurrently with the execution of the Fastrain Asset Purchase Agreement, we and Fastrain entered into a Manufacturing
Supply Agreement, dated August 9, 2021 (the “Fastrain Manufacturing Agreement”), pursuant to which Fastrain agreed to
manufacture for us, from a manufacturing facility located in Thailand and for an initial term ending on December 31, 2025, the
CATV Laser and Transmitter products set forth in the Fastrain Manufacturing Agreement. In the Fastrain Manufacturing
Agreement, (a) we agreed to pay certain shortfall penalties in the event that orders for manufactured products are below certain
thresholds beginning in calendar year 2021 and continuing through calendar year 2025, and (b) Fastrain agreed to pay certain
surplus bonuses to EMCORE in the event that deliveries for manufactured products in either of the 24 month periods beginning
on January 1, 2021 and ending on December 31, 2022 or beginning on January 1, 2023 and ending on December 31, 2024
exceed certain thresholds.
As described under “COVID-19” above, travel restrictions related to the COVID-19 pandemic have negatively affected the
timing of the sale and transfer of some of the Equipment to Hytera and Fastrain. The transfer of the Equipment currently
remaining at our Beijing facility is now expected to occur during the fiscal year ending September 30, 2022, with corresponding
payments totaling $2.4 million expected to be received during the fiscal year ending September 30, 2022.
PPP Loan
In May 3, 2020, we entered into a Paycheck Protection Program Promissory Note and Agreement (the “PPP Loan Agreement”)
with Wells Fargo Bank, N.A. (“Wells Fargo”) under the Paycheck Protection Program established under the Coronavirus Aid,
Relief and Economic Security Act and administered by the U.S. Small Business Administration (the “SBA”) to receive loan
proceeds of approximately $6.5 million (the “PPP Loan”), which we received on May 6, 2020. On July 12, 2021, we received a
notification from Wells Fargo that the SBA approved our PPP Loan forgiveness application for the entire PPP Loan balance of
approximately $6.5 million, including all accrued interest thereon, and that the remaining PPP Loan balance is zero. The
forgiveness of the PPP Loan was recognized during our fiscal quarter ended June 30, 2021.
Other Significant Actions that Affect the Comparability of Our Operating Results and Financial Condition
Customer Settlement Agreement
On November 17, 2020, we entered into an agreement with a customer to resolve certain potential product claims (the
“Customer Settlement Agreement”). In exchange for a release of any and all potential claims the customer may have related to
the applicable product, we have agreed to provide up to $1.5 million of product discounts on future purchases from us by the
customer. We recorded the full potential expense of $1.5 million in the fiscal year ended September 30, 2020 within Research
and Development expense.
Systron Donner Inertial, Inc. Acquisition
On June 7, 2019, we completed the acquisition of Systron Donner Inertial, Inc. ("SDI"), a navigation systems provider with a
scalable, chip-based platform for higher volume gyro applications utilizing QMEMS technology. Following the closing, we
began integrating SDI into our current Navigation and Inertial Sensing product line and have included the financial results of
SDI in the consolidated financial statements beginning on the acquisition date. We incurred approximately $0.8 million of
merger and acquisition costs in the fiscal year ended September 30, 2019 in conjunction with the acquisition of SDI.
Concord Sale/Leaseback Transaction
In February 2020, SDI sold its property located in Concord, California (the "Concord Real Property") to Eagle Rock Holdings,
LP ("Eagle Rock"), an affiliate of Parkview Management Group, Inc. for a total purchase price of $13.2 million pursuant to a
Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential), dated December 31, 2019,
40
by and between SDI and Eagle Rock, as amended by that certain First Amendment to Standard Offer, Agreement and Escrow
Instructions for Purchase of Real Estate (Non-Residential), dated January 13, 2020, by and between SDI and Eagle Rock (as
amended, the "Concord Purchase Agreement"). SDI received net proceeds of $12.8 million after transaction commissions and
expenses incurred in connection with the sale of the Concord real Property.
At the consummation of the sale of the Concord Real Property, SDI entered into a Single-Tenant Triple Net Lease (the
“Concord Lease Agreement”) with Eagle Rock pursuant to which SDI leased back from Eagle Rock the Concord Real Property
for a term commencing in February 2020 and ending in February 2035, unless earlier terminated or extended in accordance
with the terms of the Concord Lease Agreement. Under the Concord Lease Agreement, SDI’s financial obligations include base
monthly rent of $0.75 per square foot, or approximately $77,500 per month, during the initial 12 month period of February
2020 through February 2021, which increases on an annual basis at 3.0% over the life of the lease. SDI is also responsible for
all monthly expenses related to the Concord Real Property, including insurance premiums, taxes and other expenses, such as
utilities. In connection with the execution of the Concord Lease Agreement, we executed a Lease Guaranty with Eagle Rock
under which we guaranteed the payment when due of the monthly rent, and all other additional rent, interest and charges to be
paid by SDI under the Concord Lease Agreement.
Other Actions Related to CATV Lasers and Transmitters Business
We recorded a $4.7 million inventory write-down on CATV Lasers and Transmitters products and a $1.3 million write-down on
non-current inventory in the fiscal year ended September 30, 2019 due to the decline, at such time, in sales and future demand
of the inventory. In the quarter ended September 30, 2019, we also reduced the size of our CATV Lasers and Transmitters -
related employee headcount and reduced the capacity of our wafer fab to one shift, and in January 2020, we further reduced the
size of our employee headcount. These actions incurred costs of $0.4 million in the quarter ended September 30, 2019 and $0.4
million in the quarter ended March 31, 2020 and, together with previously-disclosed headcount reductions at our Beijing, China
facility and the continuing shift to a variable cost model in our CATV Lasers and Transmitters product line as described under
“Hytera and Fastrain Transactions” above, fulfill a strategic objective of better positioning the CATV Lasers and Transmitters
product line to generate positive cash flow to help fund growth areas including Aerospace and Defense Chip Devices, and Other
Optical Products.
Phoenix Litigation
During the fiscal year ended September 30, 2019, we recorded an award to Phoenix of attorneys’ fees and costs in the amount
of approximately $3.8 million. In connection with the litigation proceedings involving Phoenix, we incurred approximately $5.7
million of legal expenses in aggregate during the fiscal years ended September 30, 2018 and 2019.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements require us
to make estimates and judgements in applying our most critical accounting policies that can have a significant impact on the
results we report in our financial statements. 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. The 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.
The SEC has defined critical accounting policies as those that are most important to the portrayal of our financial condition and
results and which require our most difficult, complex, or subjective judgments or estimates. Based on this definition, our most
critical accounting policies include revenue recognition, which impacts the recording of revenue; inventory valuation, which
impacts the cost of goods sold and gross margin; assessment of goodwill and long-lived assets, which impacts the impairment
of the respective assets; share-based compensation, which impacts costs of goods sold and operating expenses; loss
contingencies, which impacts operating expenses; and income taxes, which impacts the income tax provision. These policies
41
and significant judgments involved are discussed further below. We have other significant accounting policies that do not
generally require subjective estimates or judgments or would not have a material impact on our results of operations. Our
significant accounting policies are described in Item 8, Note 2 - Summary of Significant Accounting Policies.
Revenue Recognition
We recognize revenue in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards
Codification (“ASC”) 606 Revenue from Contracts with Customers. The majority of our products have shipping terms that are
free on board or free carrier alongside shipping point, which means that we fulfill our delivery obligation and control has
transferred to the customer when the goods are handed over to the freight carrier at our shipping dock. In those instances where
inventory is maintained at a consigned location, revenue is recognized only when our customer pulls product for use and
control has transferred to the customer. Any warranty cost and remaining obligations that are inconsequential or perfunctory are
accrued when the corresponding revenue is recognized.
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 the consolidated financial
statements or tax returns. The measurement of current and deferred taxes is based on provisions of the enacted tax law. 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. 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 the ability to utilize 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 the ability to realize deferred tax assets for which a valuation allowance has been established,
then the 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 the tax provision may increase in the period in which we make the
determination. See Note 10 - Income and Other Taxes in the Notes to Consolidated Financial Statements for additional
information related to income taxes.
Inventory
Inventory is stated at the lower of cost or net realizable value (first-in, first-out). Inventory that is expected to be used within the
next twelve 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
inventory. See Note 6 - Inventory in the Notes to Consolidated Financial Statements for additional information related to
inventory.
The above listing is not intended to be a comprehensive list of all 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 Notes to Consolidated Financial Statements in this Annual Report.
***
42
Results of Operations
The following table sets forth Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) as a
percentage of revenue:
Revenue
Cost of revenue
Gross profit
Operating expense:
Selling, general, and administrative
Research and development
Loss (gain) on sale of assets
Total operating expense
Operating income (loss)
Other income:
Gain on extinguishment of debt
Interest income (expense), net
Foreign exchange gain (loss)
Total other income
Income (loss) before income tax expense
Income tax expense
Net income (loss)
Foreign exchange translation adjustment
Comprehensive income (loss)
Comparison of Results of Operations
(in thousands, except percentages)
Revenue
Cost of revenue
Gross profit
Operating expense:
Selling, general, and administrative
Research and development
Loss (gain) on sale of assets
Total operating expense
Operating income (loss)
Other income:
Gain on extinguishment of debt
Interest income (expense), net
Foreign exchange gain
Total other income
Income (loss) before income tax expense
Income tax expense
Net income (loss)
Foreign exchange translation adjustment
Comprehensive income (loss)
For the Fiscal Year Ended September 30,
2021
2019
2020
100.0 %
100.0 %
100.0 %
61.2
38.8
15.5
11.0
0.3
26.8
12.0
4.1
0.3
0.1
4.6
16.5
(0.4)
16.2 %
(0.1)
16.0 %
For the Fiscal Year Ended
September 30,
2021
2020
$
158,444
$
110,128
$
96,956
61,488
24,544
17,448
515
42,507
18,981
6,561
466
207
7,234
26,215
(572)
25,643
(231)
25,412
$
$
74,546
35,582
24,631
20,269
(2,284)
42,616
(7,034)
—
(104)
198
94
(6,940)
(60)
(7,000) $
(32)
(7,032) $
$
$
43
67.7
32.3
22.4
18.4
(2.1)
38.7
(6.4)
—
(0.1)
0.2
0.1
(6.3)
(0.1)
(6.4) %
—
(6.4) %
Change
48,316
22,410
25,906
(87)
(2,821)
2,799
(109)
26,015
6,561
570
9
7,140
33,155
(512)
32,643
(199)
32,444
82.7
17.3
36.8
22.3
(0.3)
58.8
(41.5)
—
0.7
(0.5)
0.2
(41.3)
(0.1)
(41.2) %
—
(41.2) %
43.9 %
30.1
72.8
(0.4)
(13.9)
122.5
(0.3)
369.8
100.0
548.1
4.5
7595.7
477.7
(853.3)
466.3 %
(621.9)
461.4 %
Comparison of Revenue
(in thousands, except percentages)
Aerospace and Defense
Broadband
Total revenue
Aerospace and Defense
For the Fiscal Year Ended
September 30,
2021
50,838
107,606
158,444
$
$
2020
55,240
54,888
110,128
$
$
$
$
Change
(4,402)
52,718
48,316
(8.0) %
96.0
43.9 %
For the fiscal year ended September 30, 2021, revenue decreased $4.4 million, or 8.0%, compared to the same period in the
prior year, due to lower Navigation and Inertial Sensing and Defense Optoelectronics revenue. The Navigation and Inertial
Sensing revenue decrease was due primarily to lower FOG revenue, where customer demand under a large single-axis gyro
program fluctuated down during the first half of fiscal 2021 and where non-recurring engineering contract revenue decreased.
Lower QMEMS revenue, due primarily to a decline in revenue from pandemic-impacted commercial aviation programs, also
contributed to the decrease in Navigation and Inertial Sensing revenue. The Defense Optoelectronics revenue decrease was
caused by a drop in product shipments during the second half of fiscal 2021 due primarily to the delay in orders on one large
program as well as supply chain interruptions associated with a contract manufacturer transition.
Broadband
For the fiscal year ended September 30, 2021, revenue increased $52.7 million, or 96.0%, compared to the same period in the
prior year, driven by increased customer demand. Increased customer demand arose in part from an increase in investment by
CATV multiple-system operators (“MSO”) in their networks to address the bottlenecks created by bandwidth demands from
both work-from-home initiatives and “stay at home” entertainment.
Gross Profit
(in thousands, except percentages)
Aerospace and Defense
Broadband
Total gross profit
For the Fiscal Year Ended
September 30,
2021
2020
Change
$
$
13,705
47,783
61,488
$
$
16,729
18,853
35,582
$
$
(3,024)
28,930
25,906
(18.1) %
153.5
72.8 %
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, cost of revenue as a percentage of revenue, which we refer to as gross margin, has
fluctuated significantly due to product mix, manufacturing yields, sales volumes, inventory and specific product warranty
charges, as well as the amount of our revenue relative to fixed manufacturing costs.
Consolidated gross margins were 38.8% and 32.3% for the fiscal years ended September 30, 2021 and 2020, respectively.
Stock-based compensation expense within cost of revenue totaled approximately $0.8 million and $0.7 million for the fiscal
years ended September 30, 2021 and 2020, respectively.
Aerospace and Defense
For the fiscal year ended September 30, 2021, Aerospace and Defense gross profit decreased $3.0 million, or 18.1%, compared
to the same period in the prior year, primarily due to lower revenue. For the fiscal years ended September 30, 2021 and 2020,
Aerospace and Defense gross margin was 27.0% and 30.3%, respectively. Gross margin in the fiscal year ended September 30,
2021 decreased due to lower product sales resulting from decreased customer program demand, which resulted in lower
44
absorption of fixed costs. During the fiscal year ended September 30, 2021, there was a shift of product mix to products
requiring a higher level of technical performance, which resulted in lower yields and higher costs.
Broadband
For the fiscal year ended September 30, 2021, Broadband gross profit increased $28.9 million, or 153.5%, compared to the
same period in the prior year, primarily driven by higher product revenue. For the fiscal years ended fiscal years ended
September 30, 2021 and 2020, Broadband gross margin was 44.4% and 34.3%, respectively. The gross margin in the fiscal year
ended September 30, 2021 increased driven by higher levels of product revenue and factory utilization.
Selling, General and Administrative
Selling, general, and administrative ("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.
Stock-based compensation expense within SG&A totaled $2.6 million and $2.1 million for the fiscal years ended September 30,
2021 and 2020, respectively. SG&A expense for the fiscal year ended September 30, 2021 decreased from the amount reported
in the same period in the prior year, due to lower consulting fees, facility and travel expenses, and partially offset by an increase
in compensation and insurance expenses. As a percentage of revenue, SG&A expenses were 15.5% and 22.4% for the fiscal
years ended September 30, 2021 and 2020, respectively.
Research and Development
Research and development ("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 relate to the
design, development, and testing of our products. 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 $0.8 million and $0.7 million for the fiscal years ended
September 30, 2021 and 2020, respectively. For the fiscal years ended September 30, 2021 and 2020, Aerospace and Defense
R&D expense was $14.6 million and $17.5 million, respectively. For each of the fiscal years ended September 30, 2021 and
2020, Broadband R&D expense was $2.8 million. R&D expense for the fiscal year ended September 30, 2021 decreased from
the amounts reported in the same period in the prior year primarily due to the expense incurred in the fiscal year ended
September 30, 2020 from the Customer Settlement Agreement of $1.5 million and a decrease in compensation, supplies, and
consulting costs. As a percentage of revenue, R&D expenses were 11.0% and 18.4% for the fiscal years ended September 30,
2021 and 2020, respectively.
Operating Income (Loss)
Operating income (loss) represents revenue less the cost of revenue and direct operating expenses incurred. Operating income
(loss) is a measure that executive management uses to assess performance and make decisions.
As a percentage of revenue, operating income (loss) was 12.0% and (6.4)% for the fiscal years ended September 30, 2021 and
2020, respectively. Operating income increased by $26.0 million in the fiscal year ended September 30, 2021 compared to the
same period in the prior year driven by the increase in revenue which resulted in higher gross profit while operating expenses
remained flat.
45
Other Income
Gain on Extinguishment of Debt
Gain on extinguishment of debt is related to the forgiveness in full of our PPP Loan, including accrued interest. During the
fiscal year ended September 30, 2021, we recorded a gain on extinguishment of debt of $6.6 million.
Interest Income (Expense), net
Interest expense is related to our Credit Facility and interest income is earned on cash and cash equivalent balances. During the
fiscal years ended September 30, 2021 and 2020, we recorded $0.5 million and $(0.1) million of interest income (expense),
respectively. The 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. Interest income was lower than the amount reported in the same period in
the prior year due to the impact of COVID-19 on U.S. financial markets. Lower interest expense was the result of the reversal
of previously recorded sales tax interest expense.
Foreign Exchange Gain
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 the consolidated statements of operations and comprehensive loss.
The gain recorded relate to the change in value of the Yuan Renminbi relative to the U.S. dollar. For each of the fiscal years
ended September 30, 2021 and 2020, we recorded foreign exchange gain of approximately $0.2 million.
Income Tax Expense
For the fiscal years ended September 30, 2021 and 2020, we recorded income tax expense of approximately $0.6 million and
$0.1 million. Income tax expense for the fiscal years ended September 30, 2021 and 2020 is composed primarily of state
minimum tax expense.
Comparison of Financial Results
(in thousands, except percentages)
Revenue
Cost of revenue
Gross profit
Operating expense:
Selling, general, and administrative
Research and development
Gain on sale of assets
Total operating expense
Operating loss
Other income:
Interest (expense) income, net
Foreign exchange gain (loss)
Total other income
Loss before income tax expense
Income tax expense
Net loss
Foreign exchange translation adjustment
Comprehensive loss
For the Fiscal Year Ended
September 30,
2020
2019
Change
$
87,265
72,176
15,089
32,080
19,443
(302)
51,221
(36,132)
629
(427)
202
(35,930)
(54)
(35,984)
65
(35,919)
$
$
22,863
2,370
20,493
(7,449)
826
(1,982)
(8,605)
29,098
(733)
625
(108)
28,990
(6)
28,984
(97)
28,887
26.2 %
3.3
135.8
(23.2)
4.2
(656.3)
(16.8)
80.5
(116.5)
146.4
(53.5)
80.7
(11.1)
80.5 %
(149.2)
80.4 %
$
110,128
$
74,546
35,582
24,631
20,269
(2,284)
42,616
(7,034)
(104)
198
94
(6,940)
(60)
(7,000)
(32)
(7,032)
$
$
$
$
46
Revenue
(in thousands, except percentages)
Aerospace and Defense
Broadband
Total revenue
Aerospace and Defense
For the Fiscal Year Ended
September 30,
2020
2019
Change
$
$
55,240
54,888
110,128
$
$
33,086
54,179
87,265
$
$
22,154
709
22,863
67.0 %
1.3
26.2 %
For the fiscal year ended September 30, 2020, Aerospace and Defense revenue increased $22.2 million, or 67.0%, compared to
the same period in the prior year. Included in Aerospace and Defense revenue is $30.3 million and $9.8 million of revenue from
SDI for the fiscal years ended September 30, 2020 and 2019, respectively partially offset by a decrease in our other Aerospace
and Defense revenue of $4.7 million. For the fiscal year ended September 30, 2020, Navigation and Inertial Sensing product
line revenue increased $15.8 million compared to the same period in the prior year, driven by inclusion of SDI revenue, of
$20.5 million, for the full 2020 fiscal year, and an increase in revenue from our Defense Optoelectronics product line of $6.4
million compared to the same period in the prior year partially offset by a decrease in our other Aerospace and Defense revenue
of $4.7 million. For the fiscal year ended September 30, 2020, our Defense Optoelectronics product line revenue increase was
primarily due to an increase in products sold arising from increased customer demand.
Broadband
For the fiscal year ended September 30, 2020, Broadband revenue increased $0.7 million or 1.3%, compared to the same period
in the prior year driven by higher customer demand in the CATV Lasers and Transmitters and Sensing product lines partially
offset by a decrease in demand of the Chips product line.
Gross Profit
(in thousands, except percentages)
Aerospace and Defense
Broadband
Total gross profit
For the Fiscal Year Ended
September 30,
2020
2019
Change
$
$
16,729
18,853
35,582
$
$
9,207
5,882
15,089
$
$
7,522
12,971
20,493
81.7 %
220.5
135.8 %
Consolidated gross margins were 32.3% and 17.3% for the fiscal years ended September 30, 2020 and 2019, respectively.
Stock-based compensation expense within cost of revenue totaled approximately $0.7 million and $0.5 million during each of
the fiscal years ended September 30, 2020 and 2019, respectively.
Aerospace and Defense
For the fiscal year ended September 30, 2020, Aerospace and Defense gross profit increased $7.5 million, or 81.7%, compared
to the same period in the prior year, driven by higher revenue, of which $9.3 million results from the inclusion of SDI gross
profit in the fiscal year ended September 30, 2020, compared to a $2.6 million inclusion of SDI gross profit in the fiscal year
ended September 30, 2019. For the fiscal years ended September 30, 2020 and 2019, Aerospace and Defense gross margin was
30.3% and 27.8%, respectively. The increased gross margin in the fiscal year ended September 30, 2020 was driven by
improved product mix.
47
Broadband
For the fiscal year ended September 30, 2020, Broadband gross profit increased $13.0 million, or 220.5%, compared to the
same period in the prior year, driven by improved product mix in the fiscal year ended September 30, 2020 and product costs
and inventory charges related to excess and obsolete inventory in the fiscal year ended September 30, 2019. For the fiscal years
ended September 30, 2020 and 2019, Broadband gross margin was 34.3% and 10.9%, respectively. The increased gross margin
in the fiscal year ended September 30, 2020 was driven by improved product mix and lower product costs and inventory related
charges.
Selling, General and Administrative
Stock-based compensation expense within SG&A totaled approximately $2.2 million and $1.5 million for the fiscal years ended
September 30, 2020 and 2019. SG&A expense for the fiscal year ended September 30, 2020 decreased from the amount
reported in the prior year by $7.4 million due to lower attorneys’ fees and costs arising from litigation proceedings, partially
offset by an increase in compensation, insurance and bad debt expenses. As a percentage of revenue, SG&A expenses were
22.4% and 36.8% for the fiscal years ended September 30, 2020 and 2019, respectively.
Research and Development
Stock-based compensation expense within R&D totaled approximately $0.6 million for each of the fiscal years ended
September 30, 2020 and 2019. For the fiscal years ended September 30, 2020 and 2019, Aerospace and Defense R&D expense
was $17.5 million and $10.4 million, respectively. For the fiscal years ended September 30, 2020 and 2019, Broadband R&D
expense was $2.8 million and $9.0 million, respectively. Total R&D expense for the fiscal year ended September 30, 2020
increased from the amounts reported in the same period in the prior year by $0.8 million driven by the expense arising from the
Customer Settlement Agreement of $1.5 million partially offset by lower project spending. As a percentage of revenue, R&D
expenses were 18.4% and 22.3% for the fiscal years ended September 30, 2020 and 2019, respectively.
Operating Loss
As a percentage of revenue, operating loss was 6.4% and 41.5% for the fiscal years ended September 30, 2020 and 2019,
respectively. Operating loss improved by $29.1 million in the fiscal year ended September 30, 2020 compared to the same
period in the prior year primarily due to the increased gross profit of $20.5 million, the decreased SG&A expense of $7.4
million, the gain on sale of assets of $2.0 million, offset by increased R&D expense of $0.8 million.
Other Income
Interest (Expense) Income, net
During the fiscal years ended September 30, 2020 and 2019, we recorded $(0.1) million and $0.6 million, respectively. Interest
expense was due to letter of credit fees related to our Credit Facility. Interest income for the fiscal year ended September 30,
2020 was lower than the amount reported in the same period in the prior year due to the impact of COVID-19 on U.S. financial
markets and lower cash and cash equivalents balances.
Foreign Exchange Gain (Loss)
During the fiscal years ended September 30, 2020 and 2019, we recorded foreign exchange gain (loss) of $0.2 million and a
$(0.4) million, respectively.
Income Tax Expense
During each of the fiscal years ended September 30, 2020 and 2019, we recorded income tax expense of approximately $0.1
million. Income tax expense for the fiscal year ended September 30, 2020 is composed primarily of state minimum tax expense
48
partially offset by the reversal of a deferred tax liability related to the Concord Real Property. Income tax expense for the fiscal
year ended September 30, 2019 is primarily comprised of state minimum tax expense.
Liquidity and Capital Resources
We have historically consumed cash from operations, and in most periods, 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
borrowings from our Credit Facility and capital markets transactions. As of September 30, 2021, cash and cash equivalents
totaled $71.7 million and net working capital totaled $116.5 million. Net working capital, calculated as current assets (including
inventory) minus current liabilities, is a financial metric we use which represents available operating liquidity.
We have taken a number of actions to continue to support our operations and meet our obligations:
•
•
• We maintain a credit facility with Wells Fargo that provides us with a revolving credit line of up to $15.0 million that
can be used as required for operations, subject to certain liquidity and availability requirements (the "Credit Facility").
The Credit Facility had $13.4 million available for borrowing as of September 30, 2021. See Note 9 - Credit Facility
and Debt in the Notes to Consolidated Financial Statements for additional information regarding the Credit Facility.
In October 2019, we entered into the Hytera Asset Purchase Agreement pursuant to which we agreed to sell certain of
our CATV Lasers and Transmitters manufacturing equipment for purposes of outsourcing manufacturing of our CATV
Lasers and Transmitters product lines to Hytera. In August 2021, we entered into the Fastrain Asset Purchase
Agreement, pursuant to which, among other items, Fastrain agreed to purchase the same equipment subject to the
Hytera Asset Purchase Agreement, along with additional equipment, for aggregate consideration of $6.2 million. See
Management’s Discussion and Analysis of Financial Condition and Results of Operations Recent Developments under
the heading "Hytera and Fastrain Transactions" for additional information regarding the transactions with Hytera and
Fastrain.
In May 2020, we received PPP Loan proceeds of approximately $6.5 million under the PPP Loan Agreement. In July
2021, we received a notification from Wells Fargo that the SBA approved our PPP Loan forgiveness application for the
entire PPP Loan balance of approximately $6.5 million, including all accrued interest thereon, and that the remaining
PPP Loan balance is zero. The forgiveness of the PPP Loan was recognized during our fiscal quarter ended June 30,
2021.
In February 2020, SDI sold the Concord Real Property to Eagle Rock for a total purchase price of $13.2 million,
netting proceeds of $12.8 million after transaction commissions and expenses incurred in connection with the sale. See
Management’s Discussion and Analysis of Financial Condition and Results of Operations Recent Developments for
additional information regarding the sale of the Concord Real Property and Concord Lease Agreement.
On February 16, 2021, we closed our offering of 6,655,093 shares of our common stock at a price of $5.40 per share,
resulting in net proceeds to us from the offering of $33.1 million. See Management’s Discussion and Analysis of
Financial Condition and Results of Operations Recent Developments under the heading "Equity Offering" for
additional information regarding the equity offering.
•
•
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 (or a replacement facility, to the extent the expiration of the Credit Facility occurs in
February 2022) will provide us with sufficient financial resources to meet cash requirements for operations, working capital,
and capital expenditures for at least the next twelve months from the issuance date of these financial statements.
Should we require more capital than what is generated by operations, we could engage in additional sales or other monetization
of certain fixed assets and real estate, additional cost reductions, or elect to raise capital in the U.S. through debt or additional
equity issuances. These alternatives may not be available to us on reasonable terms or at all, and could result in higher effective
tax rates, increased interest expense, and/or dilution of earnings.
The continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on
future developments, could impact our capital resources in the future. If we need to raise additional capital to support
operations, we may be unable to access capital markets and additional capital may only be available to us on terms that could be
significantly detrimental to our existing stockholders and to our business.
49
Cash Flow
Operating Activities
For the Fiscal Year Ended
(cid:54)(cid:72)(cid:83)(cid:87)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85) (cid:22)(cid:19)(cid:15)
(in thousands, except percentages)s
2021
2020
2019
Change 2021 vs 2020
Change 2020 vs 2019
NNet cash provided by (used in)
operating activities (net of
acquired assets and assumed
liabilities)
$
11,153
$
(3,892)
$
(15,151) $
15,045
386.6 % $
11,259
74.3 %
For the fiscal year ended September 30, 2021, operating activities provided cash of $11.2 million, primarily due to net income
of $25.6 million and adjustments for non-cash charges, including depreciation and amortization expense of $4.1 million and
stock-based compensation expense of $4.2 million, offseff
componmm ents, of $22.9 million. The change in operating assets and liabilities was primarily the result of an increase in accounts
receivable and contract assets of $5.3 million, inventory of $6.3 million and other assets of $1.5 million, and a decrease in
accounts payable of $0.4 million and accrued expenses and other liabilities of $9.3 million.
t by changes in operating assets and liabilities (or working capital
For the fiscal year ended September 30, 2020, operating activities used cash of $3.9 million, primarily due to net loss of $7.0
million, changes in operating assets and liabilities (or working capital components) of $3.8 million and gain on disposal of
assets of $2.3 million, partially offset by adjustments for non-cash charges, including depreciation and amortization expense of
$5.5 million, stock-based compensation expense of $3.5 million, issuance of restricted stock units of $0.4 million, product
warranty provision of $0.4 million and bad debt provision of $0.2 million. The change in operating assets and liabilities was
primarily the result of an increase in accounts receivable and contract assets of $7.5 million, inventory of $1.2 million and other
assets of $13.5 million, partially offset by an increase in accounts payable of $6.1 million and accrued expenses and other
liabilities of $12.2 million.
rking Capital Components
Accounts Receivable We generally expect the level of accounts receivablea
in that quarter. Accounts receivablea
product shipments, and/or change in customer credit terms.
balances have fluctuated historically due to the timing of account collections, timing of
at any given quarter end to reflect the level of sales
Inventory We generally expect the level of inventory at any given quarter end to reflect the change in expectations of forecasted
ted historically due to the timing of customer orders and product
sales during the quarter. Inventory balances have fluctuat
shipments, changes in internal forecasts related to customer demand, as well as adjustments related to excess and obsolete
inventory.
Accounts Payabla e The fluctuation of accounts payabla e balances is primarily driven by changes in inventoryrr purchases as well as
changes related to the timing of actual payments to vendors.
Accrued Expenses The largest accruerr d expense typically relates to compenm sation. Historically,yy fluctuations of accruerr d expense
accounts have primarily related to changes in the timing of actual
compensation payments, receipt or application of advanced
payments, adjustments to warranty accrual, and accruals related to professi
onal fees.
ff
tt
50
Investing Activities
rr
(in thousands, except
percenta
ges)s
NNet cash (used) in provided by
investing activities
For the Fiscal Year Ended
(cid:54)(cid:72)(cid:83)(cid:87)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85) (cid:22)(cid:19)(cid:15)
2021
2020
2019
Change 2021 vs 2020
Change 2020 vs 2019
$
(3,837) $
10,887
$
(31,803)
$ (14,724)
(135.2) % $
42,690
134.2 %
For the fiscal year ended September 30, 2021, investing activities used cash of $3.8 million primarily from capital-related
expenditures of $5.4 million partially offset by cash proceeds from the future sale of assets of $0.8 million and cash proceeds
from the disposal of property, plant and equipment of $0.7 million.
For the fiscal year ended Septemberm 30, 2020, investing activities provided cash of $10.9 million primarily from cash proceeds
from the disposal of property, plant and equipment of $15.4 million partially offset by capital-related expenditures of $4.5
million. The $15.4 million of cash proceeds from the disposal of property,yy plant and equipment primarily consisted of net
proceeds of $12.8 million in connection with the sale and leaseback of the Concord Real Property.
Financing Activities
For the Fiscal Year Ended
(cid:54)(cid:72)(cid:83)(cid:87)(cid:72)(cid:80)(cid:69)(cid:72)(cid:85) (cid:22)(cid:19)(cid:15)
(in thousands, except percentages)s
2021
2020
2019
Change 2021 vs 2020
Change 2020 vs 2019
NNet cash provided by financing
activities
33,725
1,499
5,799
$
32,226
2,149.8 % $
(4,300)
(74.2) %
the fiscal year ended Septemberm 30, 2021, financing activities provided cash of $33.7 million, primarily due to proceeds
from issuance of employee stock purchase plan and equity awards of $0.8 million, proceeds from sale of common stock of
$35.9 million offset by issuance costs of $2.8 million.
For the fiscal year ended Septemberm 30, 2020, financing activities provided cash of $1.5 million, primarily due to $6.5 million
of borrowings from the PPP Loan and proceeds from stock plan transactions of $0.6 million, partially offset by net payments
related to borrowings from our bank Credit Facility of $5.5 million and tax withholding paid on behalf of employees for stock-
based awards of $0.1 million.
Contractual Obligations and Commitments
tt
Contractual
of Septemberm 30, 2021:
obligations and commitments over the next five fiscal years are summarized in the table below and are presented as
(in thousands)s
Purchase obligations
Asset retirement obligations
Operating lease obligations
Total contractual obligations and
commitments
$
$
Total
Less Than a
Year
21,536
$
20,715
$
2,262
19,594
58
1,955
1 to 3 Years
4 to 5 Years
Over 5 Years
821
—
3,542
$
— $
2,066
3,505
—
138
10,592
43,392
$
22,728
$
4,363
$
5,571
$
10,730
Interest payments are not included in the contractual obligations and commitments table above since they are insignifican
consolidated results of operations. The contractual
benefits, becausaa e we are unable to reasonably estimate the period during which this obligation may be incurred, if at all. As of
Septembem r 30, 2021, we had no unrecognized tax benefits.
t to
obligations and commitments tabla e above also excludes unrecognized tax
ff
t
51
Purchase Obligations
Purchase obligations represent an estimate of all open purchase orders and contractual obligations in the ordinary course of
business for which we have not received the goods or services as of September 30, 2021. Although open purchase orders are
considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust
requirements based on business needs prior to the delivery of goods or performance of services. The purchase obligations of
$21.5 million as of September 30, 2021, set forth above primarily relates to open purchase orders to our contract manufacturers,
component suppliers, service partners, and other vendors, including capital expenditures related to facility renovations.
Asset Retirement Obligations
We have known conditional Asset Retirement Obligation ("ARO") conditions, such as certain asset decommissioning and
restoration of rented facilities to be performed in the future. 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 11 - Commitments and
Contingencies in the Notes to Consolidated Financial Statements for additional information related to AROs.
Operating Lease Obligations
Operating leases include non-cancelable terms and exclude renewal option periods, property taxes, insurance and maintenance
expenses on leased properties. See Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial
Statements for additional information related to operating lease obligations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements other than operating leases described above that have or are reasonably
likely to have a current or future material effect on consolidated financial condition, results of operations, liquidity, capital
expenditures or capital resources.
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 the 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 functional
currency 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 (loss). 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 the consolidated statements of operations and comprehensive
income (loss).
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 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.
52
Some foreign suppliers may adjust their prices (in U.S. dollars) from time to time to reflect currency exchange fluctuations.
Such price changes could impact future financial condition or results of operations. We do not currently hedge foreign currency
exposure.
Interest Rate Risks
We monitor 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. A hypothetical reduction in the interest rates on our cash and cash
equivalents to zero would result in an immaterial reduction of interest income with a de minimis impact on income before taxes.
Based on the LIBOR rate loans outstanding under our Credit Facility a hypothetical 50 basis points increase in interest rates
would have resulted in an insignificant amount of additional interest expense.
Given the low interest rate environment, the relatively low interest income generated from our cash and cash equivalents, and
interest expense incurred related to our unused line of credit, we do not believe that interest rate risks currently pose material
exposures to our business or results of operations.
Inflation Risks
Inflationary factors, such as increases in material costs and operating expenses, may adversely affect 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 periodically experience turbulent conditions, particularly in the credit markets, which can
result in tightening of lending standards, reduced availability of credit, and reductions in certain asset values. This could impact
the ability to obtain additional funding through financing or asset sales.
53
ITEM 8. Financial Statements and Supplementary Data
EMCORE CORPORATION
Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Fiscal Years Ended September 30, 2021, 2020 and 2019
(in thousands, except per share data)
Revenue
Cost of revenue
Gross profit
Operating expense:
Selling, general, and administrative
Research and development
Loss (gain) on sale of assets
Total operating expense
Operating income (loss)
Other income:
Gain on extinguishment of debt
Interest income (expense), net
Foreign exchange gain (loss)
Total other income
Income (loss) before income tax expense
Income tax expense
Net income (loss)
Foreign exchange translation adjustment
Comprehensive income (loss)
Per share data:
Net income (loss) income per basic share:
Weighted-average number of basic shares outstanding
Net income (loss) per basic and diluted share
Weighted-average number of diluted shares outstanding
For the Fiscal Year Ended September 30,
2021
2020
2019
$
158,444
$
110,128
$
96,956
61,488
24,544
17,448
515
42,507
18,981
6,561
466
207
7,234
26,215
(572)
25,643
(231)
25,412
0.75
34,020
0.72
35,789
$
$
$
$
74,546
35,582
24,631
20,269
(2,284)
42,616
(7,034)
—
(104)
198
94
(6,940)
(60)
(7,000)
(32)
(7,032)
(0.24)
29,136
(0.24)
29,136
$
$
$
$
$
$
$
$
87,265
72,176
15,089
32,080
19,443
(302)
51,221
(36,132)
—
629
(427)
202
(35,930)
(54)
(35,984)
65
(35,919)
(1.29)
27,983
(1.29)
27,983
The accompanying notes are an integral part of these consolidated financial statements.
54
EMCORE CORPORATION
Consolidated Balance Sheets
As of September 30, 2021 and 2020
(in thousands)
Current assets:
Cash and cash equivalents
Restricted cash
ASSETS
Accounts receivable, net of allowance of $260 and $227, respectively
Contract assets
Inventory
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Property, plant, and equipment, net
Goodwill
Operating lease right-of-use assets
Other intangible assets, net
Other non-current assets
Total assets
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Operating lease liabilities - current
Total current liabilities
PPP Loan liability - non-current
Operating lease liabilities - non-current
Asset retirement obligations
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 11)
Shareholders’ equity:
Common stock, no par value, 50,000 shares authorized; 43,890 shares issued and 36,984 shares
outstanding as of September 30, 2021; 36,461 shares issued and 29,551 shares outstanding as of
September 30, 2020
Treasury stock at cost; 6,906 shares
Accumulated other comprehensive income
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders’ equity
As of September 30,
2021
2020
$
71,621
$
30,390
61
31,849
361
32,309
6,877
1,241
144,319
22,544
69
13,489
167
225
148
25,324
1,566
25,525
5,589
1,568
90,110
21,052
69
14,566
202
242
$
$
180,813
$
126,241
16,686
$
9,936
1,198
27,820
—
12,684
2,049
794
43,347
16,484
11,577
992
29,053
6,488
13,735
2,022
794
52,092
782,266
(47,721)
687
(597,766)
137,466
744,361
(47,721)
918
(623,409)
74,149
$
180,813
$
126,241
The accompanying notes are an integral part of these consolidated financial statements.
55
EMCORE CORPORATION
Consolidated Statements of Shareholders’ Equity
For the Fiscal Years Ended September 30, 2021, 2020 and 2019
(in thousands)
Shares of common stock
Balance, beginning of period
Stock-based compensation
Stock option exercises
Issuance of common stock for acquisition
Issuance of restricted stock units
Issuance of common stock - ESPP
Sale of common stock
Balance, end of period
Value of common stock
Balance, beginning of period
Stock-based compensation
Stock option exercises
Tax withholding paid on behalf of employees for stock-based awards
Issuance of common stock for acquisition
Issuance of restricted stock units
Issuance of common stock - ESPP
Sale of common stock, net of offering costs
Balance, end of period
Treasury stock, beginning and ending of period
Accumulated other comprehensive income
Balance, beginning of period
Translation adjustment
Balance, end of period
Accumulated deficit
Balance, beginning of period
Net income (loss)
Balance, end of period
Total shareholders’ equity
For the Fiscal Year Ended September 30,
2021
2020
2019
29,550
572
15
—
—
192
6,655
36,984
28,893
27,577
309
1
—
116
231
—
307
1
811
—
197
—
29,550
28,893
$
744,361
$
739,926
$
734,066
4,180
77
(260)
—
—
767
33,141
782,266
(47,721)
918
(231)
687
3,517
2
(111)
—
410
617
—
2,607
1
(203)
2,951
—
504
—
744,361
(47,721)
739,926
(47,721)
950
(32)
918
885
65
950
(623,409)
25,643
(597,766)
137,466
$
(616,409)
(7,000)
(623,409)
74,149
$
(580,425)
(35,984)
(616,409)
76,746
$
The accompanying notes are an integral part of these consolidated financial statements.
56
EMCORE CORPORATION
Consolidated Statements of Cash Flows
For the Fiscal Years Ended September 30, 2021, 2020 and 2019
(in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments to reconcile net loss to net cash provided by operating activities:
For the Fiscal Year Ended September 30,
2021
2020
2019
$
25,643
$
(7,000)
$
(35,984)
Depreciation and amortization expense
Stock-based compensation expense
Provision adjustments related to doubtful accounts
Provision adjustments related to product warranty
Loss (gain) on disposal of property, plant and equipment
Other
Total non-cash adjustments
Changes in operating assets and liabilities:
Accounts receivable and contract assets
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:
Purchase of equipment
Acquisition of business, net of cash acquired
Proceeds from future sale of assets
Proceeds from disposal of property, plant and equipment
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Proceeds from PPP Loan
Net (payments) proceeds from borrowings of credit facilities
Proceeds from employee stock purchase plans and exercise of equity awards
Proceeds from sale of common stock
Issuance cost associated with sale of common stock
Taxes paid related to net share settlement of equity awards
Net cash provided by financing activities
Effect of exchange rate changes provided by 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
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest
Cash paid during the period for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Changes in accounts payable related to purchases of equipment
Restricted stock units issued in settlement of bonus
$
$
$
$
$
4,061
4,180
33
322
515
(658)
8,453
(5,348)
(6,326)
(1,500)
(420)
(9,349)
(22,943)
11,153
5,484
3,517
188
373
(2,284)
(342)
6,936
(7,518)
(1,226)
(13,465)
6,171
12,210
(3,828)
(3,892)
(5,358)
(4,516)
—
834
687
(3,837)
—
—
844
35,937
(2,796)
(260)
33,725
103
41,144
30,538
71,682
61
975
$
$
$
—
—
15,403
10,887
6,488
(5,497)
619
—
—
(111)
1,499
67
8,561
21,977
30,538
113
63
$
$
$
360
$
— $
(520)
410
$
$
7,142
2,607
62
186
(302)
464
10,159
3,980
6,486
(238)
(4,539)
4,985
10,674
(15,151)
(10,790)
(21,483)
—
470
(31,803)
—
5,497
505
—
—
(203)
5,799
(63)
(41,218)
63,195
21,977
126
68
(180)
—
The accompanying notes are an integral part of these consolidated financial statements.
57
EMCORE Corporation
Notes to Consolidated Financial Statements
NOTE 1.
Description of Business
EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) is a
leading provider of sensors for navigation in the aerospace and defense market as well as a manufacturer of lasers and optical
subsystems for use in the Cable TV ("CATV") industry. EMCORE pioneered the linear fiber optic transmission technology that
enabled the world’s first delivery of CATV directly on fiber, and today is a leading provider of advanced products that enable
communications systems and service providers to meet growing demand for increased bandwidth and connectivity. The
technology at the heart of our broadband communications products is shared with our fiber optic gyroscope (“FOG”) and
inertial sensors to provide the aerospace and defense markets with state-of-the-art navigation systems technology. With the
acquisition of Systron Donner Inertial, Inc. ("SDI"), a navigation systems provider with a scalable, chip-based platform for
higher volume gyro applications utilizing quartz micro-electromechanical system ("QMEMS") technology, in June 2019,
EMCORE further expanded its portfolio of gyros and inertial sensors with SDI’s QMEMS gyro and accelerometer technology.
EMCORE has fully vertically-integrated manufacturing capability through our indium phosphide ("InP") compound
semiconductor wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz processing and sensor
manufacturing facility in Concord, CA. These facilities support EMCORE’s vertically-integrated manufacturing strategy for
quartz and FOG products, for navigation systems, and for our chip, laser, transmitter, and receiver products for broadband
applications. With both analog and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device
solutions is often substantially greater than traditional digital applications and requires a specialized expertise held by
EMCORE which is unique in the optics industry.
NOTE 2.
Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with U.S. GAAP and include the assets, liabilities,
shareholders’ equity, and operating results of the Company and its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. The Company is not the primary beneficiary of, nor do we hold a significant
variable interest in, any variable interest entity.
Going Concern Basis
The consolidated financial statements included herein have been prepared on a going concern basis, which contemplates
continuity of operations and the realization of assets and the repayment of liabilities in the ordinary course of business.
Management evaluated the significance of the Company’s recent operating losses and determined that the Company’s current
cash on hand, operating plan, and sources of capital will be sufficient for the Company to continue as a going concern. The
Company has taken a number of actions to continue to support its operations and meet its obligations, including headcount and
cost reductions, monetization of certain fixed assets and real estate, and entering into financing activities. The Company
believes that its existing liquidity will be sufficient to meet anticipated cash needs for at least the next 12 months from the
issuance date of these financial statements.
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. Such estimates
include accounts receivable; inventories; goodwill; long-lived assets; product warranty liabilities; legal contingencies; and
income taxes.
58
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 accounts receivable. When
necessary, we perform credit evaluations on customers’ financial condition and occasionally we request deposits in advance of
shipping product to 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 accounts receivable and maintain allowances for doubtful accounts for estimated
losses resulting from the inability of 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 net realizable value (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
cost of revenue. We evaluate inventory levels at least quarterly against an estimate of future demand 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 inventory. See Note 6 - Inventory in the Notes to Consolidated Financial Statements for additional information related to
inventory.
Property, Plant, and Equipment
Property, plant, and equipment are recorded at cost. Plant and equipment are depreciated on a straight-line basis over the
estimated useful lives of the assets. We depreciate equipment over three to ten years, furniture and fixtures over five years,
computer hardware and software over five to seven 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 (loss).
59
Valuation of Long-lived Assets
Long-lived assets consist primarily of property, plant, and equipment, net. Since long-lived assets are subject to depreciation,
we review these assets for impairment in accordance with the provisions of 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. 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 operations, and estimated salvage values.
Asset Retirement and Environmental 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 ARO, 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.
Fair Value of Financial Instruments
We determine the fair value of financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures.
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 assumptions used to measure assets or liabilities at fair value.
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 and cash equivalents 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. Cash, cash equivalents and restricted cash are based on Level 1
measurements. 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.
60
Revenue Recognition
To determine the proper revenue recognition, we perform the following five steps: (a) identify the contract(s) with a customer;
(b) identify the performance obligations in the contract; (c) determine the transaction price; (d) allocate the transaction price to
the performance obligations in the contract; and (e) recognize revenue when (or as) we satisfy a performance obligation. We
only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in
exchange for the goods or services we transfer to the customer.
The vast majority of revenues are from product sales to customers, pursuant to purchase orders with short lead times. Revenues
from product sales are recognized when the customer obtains control of our product, which occurs at a point in time. The
Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard. When
we perform shipping and handling activities after the transfer of control to the customer (e.g. when control transfers prior to
delivery), they are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is
recognized. We expense incremental costs of obtaining a contract as and when incurred if the expected amortization period of
the asset that we would have recognized is one year or less.
In certain instances, inventory is maintained by customers at consigned locations. Revenues from consigned sales are
recognized when the customer obtains control of our product, which occurs at a point in time. This is typically when the
customer pulls product for use.
We use a number of wholesale distributors around the world and recognize revenue when the wholesale distributor obtains
control of our product, which occurs at a point in time, typically upon shipment. Wholesale distributors are contractually
obligated to pay us on standard commercial terms, consistent with our end-use customers. We do not sell to wholesale
distributors on consignment and do not give wholesale distributors a right of return.
In certain instances, prior to customers accepting product that is manufactured at one of our CMs, these customers require that
they first qualify the product and manufacturing processes at our CM (e.g. customer acceptance clause). The customers’
qualification process determines whether the product manufactured at our CM 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. Revenues are recognized when the customer obtains control of the qualified product, which occurs at a point
in time, typically upon shipment.
To a lesser extent, we enter into other types of contracts including non-recurring engineering contracts. We recognize revenue
for these arrangements over time or at a point in time depending on our evaluation of when the customer obtains control of the
promised goods or services. For contracts that include multiple performance obligations, we allocate revenue to each
performance obligation based on estimates of the relative standalone selling price that we would charge the customer for each
promised product or service. Revenue from products and services transferred to customers over time accounted for 1%, 5%, and
4% of the Company’s revenue for the years ended September 30, 2021, 2020, and 2019, respectively.
Receivables, Net
Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated
realizable value. Payments are generally due within 90 days or less of invoicing and do not include a significant financing
component. We maintain an allowance for credit loss to provide for the estimated amount of receivables that will not be
collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of
outstanding receivables and collateral to the extent applicable.
A contract asset is recognized when the Company has recognized revenue, but not issued an invoice for payment. Contract
assets are classified as current assets and transferred to receivables when the entitlement to payment becomes unconditional.
The Company’s contract assets are generally converted to trade account receivables within 90 days, at which time the Company
is entitled to payment of the fixed price upon delivery of the finished product subject to customer payment terms.
61
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for long-term contracts which control has not
transferred to the customer. As of September 30, 2021, the aggregate amount of the transaction price allocated to remaining
performance obligations was $1.2 million. The Company expects to recognize revenue on approximately 100% of the
remaining performance obligations over the next 12 months.
Product Warranty Reserves
We provide customers with warranty claims for certain products and warranty-related services are not considered a separate
performance obligation. Pursuant to ASC 450, Contingencies, we make estimates of product warranty expense using historical
experience rates and accrue estimated warranty expense as a cost of revenue. We estimate the costs of 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 the product issues. In addition, from time to
time, specific warranty accruals may be made if unforeseen technical problems arise.
Disaggregation of Revenue
Revenue is classified within the Company’s segments. For additional information on the disaggregated revenues by
geographical region and major product category, see Note 13 – Segment Data and Revenue Information in the Notes to
Consolidated Financial Statements.
Leases
The Company adopted the new lease standard as of October 1, 2019 under the modified retrospective approach. Therefore, the
consolidated financial statements for the year ended September 30, 2019 have not been adjusted and continued to be reported
under previous U.S. GAAP guidance. Under the new lease standard, the Company determines if an arrangement is a lease at its
inception. Right of use (ROU) assets and operating lease liabilities are recognized at the lease commencement date based on the
present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining
the present value of lease payments considering the term of the lease, which is derived from information available at the lease
commencement date. The lease term includes renewal options when it is reasonably certain that the option will be exercised,
and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company
includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances
occurring after the commencement date, other than the passage of time. Lease expense for these leases is recognized on a
straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise
from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease
ROU assets, current operating lease liabilities, and non-current operating lease liabilities in the Company's consolidated balance
sheet.
NOTE 3.
Recent Accounting Pronouncements
Recent Accounting Standards or Updates Not Yet Effective
In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, Income Taxes (Topic 740): Simplifying
the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing various exceptions, such as
the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and
income or a gain from other items. The amendments in this update also simplify the accounting for income taxes related to
income-based franchise taxes and require that an entity reflect enacted tax laws or rates in the annual effective tax rate
computation in the interim period that includes the enactment date. The new standard is effective for annual periods beginning
after December 15, 2020, including interim periods within those annual periods. This accounting standard is effective in the
first quarter of the Company's fiscal year ended September 30, 2022. The Company does not expect the adoption of this new
guidance to have a material impact on the condensed consolidated financial statements.
62
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments, which changes the way entities measure credit losses for most financial assets and certain other
instruments that are not measured at fair value through net earnings. The new standard was effective for our fiscal year
beginning October 1, 2020. The adoption of this standard did not have a material impact on the condensed consolidated
financial statements.
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 consolidated statements of cash flows:
(in thousands)
Cash
Cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
NOTE 5.
Accounts Receivable
As of September 30,
2021
2020
2019
$
$
$
16,547
55,074
61
$
11,325
19,065
148
71,682
$
30,538
$
4,338
17,236
403
21,977
The components of accounts receivable consisted of the following:
(in thousands)
Accounts receivable, gross
Allowance for credit loss
Accounts receivable, net
The following table summarizes changes in the allowance for credit loss:
(in thousands)
Balance at beginning of period
Provision adjustment - expense, net of recoveries
Write-offs and other deductions
Balance at end of period
NOTE 6.
Inventory
The components of inventory consisted of the following:
(in thousands)
Raw materials
Work in-process
Finished goods
Inventory balance at end of period
As of September 30,
2021
2020
$
$
32,109
(260)
31,849
$
$
25,551
(227)
25,324
For the Fiscal Year Ended September 30,
2021
2020
2019
$
$
$
227
90
(57)
$
148
188
(109)
260
$
227
$
548
62
(462)
148
As of September 30,
2021
2020
$
$
$
16,146
11,410
4,753
32,309
$
13,354
8,381
3,790
25, 525
63
NOTE 7.
Property, Plant, and Equipment, net
The components of property, plant, and equipment, net consisted of the following:
(in thousands)
Equipment
Furniture and fixtures
Computer hardware and software
Leasehold improvements
Construction in progress
Property, plant, and equipment, gross
Accumulated depreciation
Property, plant, and equipment, net
As of September 30,
2021
2020
$
37,985
$
35,218
1,125
3,575
6,663
9,247
$
$
58,595
(36,051)
22,544
$
$
1,125
3,473
3,169
10,301
53,286
(32,234)
21,052
Depreciation expense totaled $4.0 million, $5.5 million and $7.1 million during the fiscal years ended September 30, 2021,
2020 and 2019, respectively. During the fiscal year ended September 30, 2021 and 2020 the Company sold certain equipment
and recognized a (loss) gain on sale of assets of $(0.5) million and $2.3 million, respectively. In addition, in the fiscal year
ended September 30, 2020, the Company entered into agreements to sell additional equipment and these assets were reclassified
to assets held for sale. The balance as of September 30, 2021 and 2020 was $1.2 million and $1.6 million, respectively.
In February 2020, SDI sold its property located in Concord, California (the "Concord Real Property") to Eagle Rock Holdings,
LP ("Eagle Rock"), an affiliate of Parkview Management Group, Inc., for a total purchase price of $13.2 million. The Company
received net proceeds of $12.8 million after reducing for transaction commissions and expenses incurred in connection with the
sale. The Company recorded a gain on the sale of assets of approximately $0.3 million in the fiscal year ended September 30,
2020 related to this transaction. At the consummation of the sale of the Concord Real Property, SDI entered into a Single-
Tenant Triple Net Lease (the “Concord Lease Agreement”) pursuant to which SDI leased back from Eagle Rock the Concord
Real Property for a term commencing in February 2020 and ending February 2035, unless earlier terminated or extended in
accordance with the terms of the Lease Agreement. As a result of the Concord Lease Agreement, the Company recorded
net operating lease ROU assets and operating lease liabilities of $10.8 million during the fiscal year ended September 30, 2020.
Geographical Concentrations
Long-lived assets consist of land, building, and property, plant, and equipment. As of September 30, 2021 and 2020,
approximately 96% and 97%, respectively, of long-lived assets were located in the United States. The remaining long-lived
assets are primarily located in China.
NOTE 8.
Accrued Expenses and Other Current Liabilities
The components of accrued expenses and other current liabilities consisted of the following:
(in thousands)
Compensation
Warranty
Legal expenses and other professional fees
Contract liabilities
Income and other taxes
Severance and restructuring accruals
Other
Accrued expenses and other current liabilities
As of September 30,
2021
2020
$
6,916
$
7,192
1,125
152
364
104
—
999
$
9,936
$
803
211
502
1,265
17
1,863
11,577
Severance and restructuring-related accruals specifically relate to the reductions in force. Expense related to severance and
restructuring accruals is included in SG&A expense on the consolidated statements of operations and comprehensive income
(loss). In an effort to better align current and future business operations related to CATV product lines, in August 2019 the
Company reduced its workforce and recorded $0.5 million in severance expense in the fiscal year ended September 30, 2019. In
64
January 2020, we further reduced our workforce and recorded $0.6 million in severance expense in the fiscal year ended
September 30, 2020. There was $0.1 million in severance expense recorded in the fiscal year ended September 30, 2021. As of
September 30, 2021 and 2020 there was $0 and $17.0 thousand accrued.
The following table summarizes the changes in product warranty accrual accounts:
(in thousands)
Balance at beginning of period
Provision for product warranty expense
Warranty liability assumed in acquisition liability
Adjustments and utilization of warranty accrual
Balance at end of period
NOTE 9.
Credit Facility and Debt
Credit Facility
For the Fiscal Year Ended September 30,
2021
2020
2019
$
$
$
803
505
—
(183)
1,125
$
$
654
626
—
(477)
803
$
642
186
80
(254)
654
On November 11, 2010, we entered into a Credit and Security Agreement (as amended to date, the “Credit Facility”) with Wells
Fargo Bank, N.A. (“Wells Fargo”). 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. The Credit
Facility matures in February 2022 and currently provides us with a revolving credit line of up to $15.0 million at an interest rate
equal to LIBOR plus 1.75%, subject to a borrowing base formula, that can be used for working capital requirements, letters of
credit, acquisitions, and other general corporate purpose subject to a requirement, for certain specific uses, that the Company
have liquidity of at least $25.0 million after such use. The Credit Facility requires us to maintain (a) liquidity of at least $10.0
million and (b) excess availability of at least $1.0 million.
As of September 30, 2021, there were no amounts outstanding under this Credit Facility and the Company was in compliance
with all financial covenants. Also, as of September 30, 2021, the Credit Facility had approximately $0.5 million reserved for
one outstanding stand-by letter of credit and approximately $13.4 million available for borrowing.
Debt
On May 3, 2020, the Company entered into a Paycheck Protection Program Promissory Note and Agreement (the “PPP Loan
Agreement”) with Wells Fargo under the Paycheck Protection Program established under the Coronavirus Aid, Relief and
Economic Security Act and administered by the U.S. Small Business Administration (the "SBA") to receive loan proceeds of
approximately $6.5 million, which the Company received on May 6, 2020.
During 2021 the Company received a notification from Wells Fargo that the SBA approved the Company’s PPP Loan
forgiveness application for the entire PPP Loan balance of approximately $6.5 million, including all accrued interest thereon,
and that the remaining PPP Loan balance is zero. The forgiveness of the PPP Loan was recognized during the Company’s fiscal
quarter ended June 30, 2021. The Company recorded the gain on debt extinguishment in other income (expense) in the
statements of operations and comprehensive income (loss).
65
NOTE 10.
Income and Other Taxes
The Company’s income (loss) from operations before income taxes consisted of the following:
$
$
$
(in thousands)
Domestic
Foreign
Loss before income taxes
The Company’s income tax expense consisted of the following:
(in thousands)
Federal:
Current
Deferred
State:
Current
Deferred
Foreign:
Current
Deferred
For the Fiscal Year Ended September 30,
2021
2020
2019
25,744
471
26,215
$
$
(7,159)
219
(6,940)
$
$
(35,100)
(830)
(35,930)
For the Fiscal Year Ended September 30,
2021
2020
2019
— $
30
$
—
—
990
—
990
(418)
—
(418)
(43)
(13)
98
(25)
73
—
—
—
60
$
—
—
—
54
—
54
—
—
—
54
Total income tax expense
$
572
$
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:
(in thousands)
Income tax expense (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
Shortfall from stock based compensation
Other
Federal benefit on PPP loan forgiveness
Change in uncertain tax positions
State net operating loss carryforward adjustment
Change in valuation allowance
Income tax expense
Effective tax rate
Significant components of deferred tax assets are as follows:
For the Fiscal Year Ended September 30,
2021
5,506
990
24
—
(122)
103
(1,363)
(419)
454
(4,601)
572
$
$
2020
(1,457)
(156)
13
(137)
432
94
—
—
533
738
60
$
$
$
2019
(7,540)
(906)
(28)
(183)
248
223
—
—
139
8,101
54
$
2.2 %
0.9 %
0.2 %
66
(in thousands)
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
ROU lease liability
ROU lease assets
Other
Total deferred tax assets
Valuation allowance
Net deferred tax liabilities
As of September 30,
2021
2020
$
96,289
$
100,363
1,372
2,510
2,229
62
269
6,356
979
476
(497)
3,289
(3,195)
1,372
1,680
2,671
2,320
55
193
5,970
806
443
(348)
3,529
(3,467)
1,322
111,511
(111,511)
115,537
(115,537)
$
— $
—
For the fiscal years ended September 30, 2021, 2020 and 2019, the Company recorded income tax expense of approximately
$0.6 million, $0.1 million and $0.1 million, respectively. Income tax expense for the fiscal year ended September 30, 2021 is
comprised primarily of California state income tax due to temporary suspension of net operating loss credits and other state
minimum tax expense, partially offset by the release of a reserve on uncertain tax benefits due to statutory limitation expiration.
Income tax expense for the fiscal year ended September 30, 2020 is comprised primarily of state minimum tax expense partially
offset by the reversal of a deferred tax liability related to the Concord Real Property. Income tax expense for the fiscal year
ended September 30, 2019 is primarily comprised of state minimum tax expense.
For the fiscal years ended September 30, 2021, 2020 and 2019, the effective tax rate on operations was 2.2%, 0.9% and 0.2%,
respectively. The higher tax rate for the fiscal year ended September 30, 2021 is primarily due to the higher California state
income tax due to temporary suspension of net operating loss credits. The lower tax rate for the fiscal year ended September 30,
2020 was primarily due to the operating loss and state minimum tax expense. The lower tax rate for the fiscal year ended
September 30, 2019 was primarily due to the effect of the Tax Cuts and Jobs Act of 2017, which resulted in a credit to the
Company on future tax payments for past AMT amounts paid and the current period operating loss. The Company uses some
estimates to forecast permanent differences between book and tax accounting.
We have not provided for income taxes on non-U.S. subsidiaries’ undistributed earnings as of September 30, 2021 because we
plan to indefinitely reinvest the unremitted earnings of the non-U.S. subsidiaries and all of the non-U.S. subsidiaries historically
have negative earnings and profits.
All deferred tax assets have a full valuation allowance at September 30, 2021. On a quarterly basis, the Company evaluates the
positive and negative evidence to assess whether the more likely than not criteria, has been satisfied in determining whether
there will be further adjustments to the valuation allowance.
During the fiscal years ended September 30, 2021, the Company released the ASC 740-10 reserve on uncertain tax benefits due
to statutory limitation expiration. During the fiscal year ended September 30, 2020, there were no material increases or
decreases in unrecognized tax benefits.
As of September 30, 2021, the Company had net operating loss carryforwards for U.S. federal income tax purposes of
approximately $458.5 million which begin to expire in 2022. As of September 30, 2021, the Company had foreign net operating
loss carryforwards of $5.5 million which begin to expire in 2022 as well as state net operating loss carryforwards of
approximately $72.8 million which begin to expire in 2022. As of September 30, 2021, the Company also had tax credits
67
(primarily foreign income and U.S. research and development tax credits) of approximately $2.5 million. The research credits
begin to expire in 2022. 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 Section 382 of the Code 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 $458.5 million of U.S. net operating loss carryforwards, approximately
$230.2 million is subject to an annual limitation and $228.3 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.
A reconciliation of the beginning and ending amount of unrecognized gross tax benefits is as follows:
(in thousands)
Balance as of September 30, 2019
Adjustments based on tax positions related to the current year
Adjustments based on tax positions of prior years
Balance as of September 30, 2020
Adjustments based on tax positions related to the current year
Adjustments based on tax positions of prior years
Balance as of September 30, 2021
Amount
419
—
—
419
—
(419)
—
$
$
As of September 30, 2021 and 2020, we had approximately $0 million and $0.6 million, respectively, of interest and penalties
accrued as tax liabilities on the balance sheet. As we released the entire unrecognized tax benefits, as well as the associated
interest and penalties as of September 30, 2021, there is no uncertain tax positions that will be paid or settled within the next 12
months . Interest that is accrued on tax liabilities is recorded within interest expense on the consolidated statements of
operations.
NOTE 11.
Commitments and Contingencies
Leases
We lease certain facilities and equipment under non-cancelable operating leases. Operating lease amounts exclude property
taxes, insurance, and maintenance expenses on leased properties. As of September 30, 2021, our operating leases had remaining
lease terms of 0.6 years to 13.4 years, some of which included options to extend 5 additional years. During the fiscal years
ended September 30, 2021 and 2020, the Company recorded $2.2 million and $1.8 million of operating lease expense,
respectively. The Company's finance leases and short term leases are immaterial.
Maturities of operating lease liabilities as of September 30, 2021 were as follows:
(in thousands)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less imputed interest
Total
Amount
1,955
1,856
1,686
1,730
1,775
10,592
19,594
(5,712)
13,882
$
$
$
Weighted-average remaining lease term and discount rate related to operating leases are as follows:
68
Weighted average remaining lease term (years)
Weighted average discount rate
As of September 30,
2021
2020
11.9
6.1 %
14.4
6.1 %
Supplemental cash information and non-cash activities related to operating leases are as follows:
(in thousands)
Operating cash outflows from operating leases
Right-of-use assets obtained in exchange for operating lease liabilities
Asset Retirement Obligations
As of September 30,
2021
2020
$
$
1,975
10,358
$
$
1,592
10,791
The Company’s ARO consists of legal requirements to decommission assets, restoration of the existing leased facilities to their
original state, and certain environmental work to be performed due to the presence of a manufacturing fabrication operation.
ARO includes assumptions related to renewal option periods for those facilities where we expect to extend lease terms. 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. In connection with the Company's lease agreements, we have
recorded an ARO liability of $2.0 million and $2.0 million at September 30, 2021 and September 30, 2020, respectively. The
fair value of 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 0.06% to 1.73%. Accretion expense of $47.6 thousand, $31.9 thousand and $54.2
thousand was recorded during the fiscal years ended September 30, 2021, 2020 and 2019, respectively.
The following table summarizes ARO activity:
(in thousands)
Balance at September 30, 2020
Accretion expense
Revision in estimated cash flows
Balance at September 30, 2021
Indemnifications
Amount
2,022
48
(21)
2,049
$
$
We have agreed to indemnify certain customers against claims of infringement of intellectual property rights of others in sales
contracts with these customers. Historically, we have not paid any claims under these customer indemnification obligations. We
enter into indemnification agreements with each director and executive officer pursuant to which we agree to indemnify them
for certain potential expenses and liabilities arising from their status as a director or executive officer of the Company. We
maintain director and officer insurance, which may cover certain liabilities arising from the obligation to indemnify directors
and executive officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under
these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and
circumstances involved in each particular claim.
Legal Proceedings
We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the ordinary course
of business. Except as described below, the outcome of these matters is currently not determinable and we are unable to
estimate a range of loss, should a loss occur, from these proceedings. The ultimate outcome of legal proceedings involves
judgments, estimates and inherent uncertainties and 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
69
resolved against the Company in the same reporting period, then the financial results of that particular reporting period could be
materially affected.
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 the ability to obtain intellectual property protection for 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.
Phoenix Legal Proceedings
On June 12, 2018, Phoenix commenced an arbitration against EMCORE with the AAA in New York. On August 31, 2018,
Phoenix filed a First Amended Demand for Arbitration, asserting the following claims: breach of contract, breach of the
covenant of good faith and fair dealing, misappropriation of trade secrets (under the Defend Trade Secrets Act, 18 U.S.C. §
1836, and New York law), conversion, unjust enrichment, correction of inventorship relating to U.S. Patent No. 8,773,665, and
declaratory relief, relating to EMCORE’s termination of certain agreements entered into between EMCORE and Phoenix
related to the purported license of certain intellectual property related to FOG technology and disputed royalty payments related
thereto. On September 14, 2018, EMCORE filed an Answering Statement and Counterclaim, denying all of Phoenix’s claims
and asserting counterclaims for breach of the implied covenant of good faith and fair dealing and declaratory relief.
On June 21, 2019, an interim award (the “Interim Award”) was issued in connection with all claims in the AAA proceeding
other than the claims related to correction of inventorship and declaratory relief relating to U.S. Patent No. 8,773,665 (the
“Patent Claims”). While Phoenix ultimately sought $21.2 million in total damages, plus attorneys’ fees and costs, in the Interim
Award, the arbitrator found in the Interim Award that (a) Phoenix’s claim for breach of the covenant of good faith and fair
dealing was denied; (b) Phoenix’s claim for breach of the agreements entered with EMCORE for failure to provide funding for
non-recurring engineering was denied; (c) Phoenix’s claim for unjust enrichment was denied; (d) Phoenix’s claim for
conversion was granted, but damages for that claim duplicate the damages on the breach of contract and misappropriation of
trade secret claims described below and no incremental damages were awarded based on the granting of this claim; and (e)
EMCORE’s request for a declaration that, as between EMCORE and Phoenix, EMCORE owns its proprietary IOC and
transceiver was granted.
The arbitrator also found in the Interim Award that (a) EMCORE breached certain license agreements entered into with Phoenix
by failing to make royalty payments due and failing to provide required accounting, (b) Phoenix and its members are no longer
subject to prior exclusivity restrictions; (c) EMCORE’s claim for breach of the covenant of good faith and fair dealing was
denied; and (d) the proceedings for the Patent Claims and EMCORE’s counterclaim with respect thereto would be established
by a future proceeding.
Further, out of the original 97 trade secret subpart claims by Phoenix, the arbitrator found in the Interim Award that EMCORE
had misappropriated a total of five trade secret subparts (the “Deemed Trade Secrets”), and found that at least one Deemed
Trade Secret was being used in seven EMCORE products (the “EMCORE Products”). The arbitrator found that as a result of
the foregoing, royalties of 7.5% of the sale price are owed, to the extent not previously paid, on (a) sales through July 16, 2018
on all FOGs sold by EMCORE, and (b) sales from July 16, 2018 through May 31, 2019 of the EMCORE Products whether
standalone or incorporated into a larger product, in each case together with interest at the New York statutory rate of 9% simple
interest. In addition, the arbitrator found in the Interim Award that Phoenix was the prevailing party, and Phoenix was awarded
attorneys’ fees and costs in the amount of approximately $3.7 million, which amount was reduced 10% from Phoenix’s
attorneys’ fees request.
In the Interim Award, the arbitrator further determined that EMCORE shall pay Phoenix a royalty of 7.5% of the sale price on
(a) future customer payments for certain EMCORE product contracts previously entered into and (b) customer payments for
70
future sales of any product using any Deemed Trade Secret, in each case payable in a single lump sum within one month of
completion of the calendar quarter in which payment has been received from the customer, and shall concurrently submit to
Phoenix a written report that sets forth the calculation of the amount of the royalty payment in a form similar to previous
royalty reports, provided that following the first $1 million of royalty payments on the EMP-1 product only, inclusive of
payments made to date, EMCORE will pay to Phoenix a royalty of 2.25% of the sale price (net of any warranty work, returns,
rebates, discounts or credits). EMCORE is required to continue to make royalty payments in this manner until such time as it
has in good faith determined, and can so document, that it has completely ceased use of the Deemed Trade Secrets, and at such
time, EMCORE shall provide Phoenix written notice of same.
On October 1, 2019, the arbitrator issued a Modified Partial Final Award, which incorporated by reference the terms of the
Interim Award and ordered and awarded, among other items, (a) an award to Phoenix of attorneys’ fees and costs in the amount
of approximately $3.8 million, (b) an award to Phoenix of $1.0 million in damages owing for unpaid royalties through June 30,
2019, of which $0.6 million remained to be paid as of the issuance of the Modified Partial Final Award, (c) an award to Phoenix
of $0.1 million in pre-judgment interest, calculated at the New York statutory rate of 9% simple interest, and (d) an order that
EMCORE make the payments in the foregoing items (a), (b) and (c) on or before October 14, 2019. On October 10, 2019,
EMCORE made the foregoing payments to Phoenix in an aggregate amount equal to approximately $4.5 million. This amount
was accrued as of September 30, 2019 and paid during the fiscal year ended September 30, 2020.
During the fiscal year ended September 30, 2019, we recorded the award and settlement to Phoenix of attorneys’ fees and costs
in the amount of approximately $3.8 million, and legal expenses of approximately $5.7 million within selling, general and
administrative expense on the consolidated statement of operations and comprehensive (loss) income.
The Patent Claims were not determined in the Interim Award or the Modified Partial Final Award. In December 2019,
EMCORE and Phoenix entered into a settlement agreement with respect to the Patent Claims pursuant to which EMCORE (a)
granted Phoenix a fully paid, perpetual nonexclusive license to the disputed patent and (b) agreed to pay Phoenix a total of $0.4
million, of which $0.2 million was paid in January 2020, $0.1 million was paid in April 2020 and $0.1 million was paid in July
2020.
During the fiscal year ended September 30, 2020, the Company recorded the settlement of the Patent Claims in the amount of
approximately $0.4 million within selling, general and administrative expense on the consolidated statement of operations and
comprehensive loss.
On June 21, 2018, Phoenix commenced a special proceeding against EMCORE in the New York Supreme Court, Commercial
Division. As part of the special proceeding, Phoenix filed an application for a preliminary injunction in aid of arbitration
pursuant to CLPR 7502(c), in connection with the AAA arbitration proceeding in New York. The application resulted in a so-
ordered stipulated injunction between EMCORE and Phoenix, which was entered in August 2018. In January 2020, the court
granted a motion to confirm the Modified Partial Final Award, vacated the so-ordered stipulated injunction entered in August
2018, and disposed of the special proceeding.
Resilience Litigation
In February 2021, Resilience Capital (“Resilience”) filed a complaint against us with the Delaware Chancery Court containing
claims arising from the February 2020 sale of SDI’s real property (the “Concord Property Sale”) located in Concord, California
(the “Concord Real Property”) to Eagle Rock and that certain Single-Tenant Triple Net Lease, dated as of February 10, 2020,
entered into by and between SDI and Eagle Rock, pursuant to which SDI leased from Eagle Rock the Concord Real Property
for a 15 year term. The Resilience complaint seeks, among other items, (a) a declaration that the Concord Property Sale
included a non-cash component; (b) a decree requiring us and Resilience to follow the appraisal requirements set forth in that
certain Purchase and Sale Agreement (the "SDI Purchase Agreement"), dated as of June 7, 2019, by and among the Company,
The Resilience Fund IV, L.P., The Resilience Fund IV-A, L.P., Aerospace Newco Holdings, Inc. and Ember Acquisition Sub,
Inc.; (c) recovery of Resilience’s costs and expenses; and (d) pre- and post-judgment interest.
71
In April 2021, we filed with the Delaware Chancery Court our answer to the Resilience complaint and counterclaims against
Resilience, in which we are seeking, among other items, (a) dismissal of the Resilience complaint and/or granting of judgment
in favor of EMCORE with respect to the Resilience complaint, (b) entering final judgment against Resilience awarding
damages to us for Resilience’s fraud and breaches of the SDI Purchase Agreement in an amount to be proven at trial and not
less than $1,565,000, (c) a judicial determination of the respective rights and duties of us and Resilience under the SDI
Purchase Agreement, (d) an award to us of costs and expenses and (e) pre- and post-judgment interest. We believe that the
claims made by Resilience in its complaint are without merit and we intend to vigorously defend ourselves against them.
NOTE 12.
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 “Equity Plans” including the 2010 Equity
Incentive Plan ("2010 Plan"), the 2012 Equity Incentive Plan ("2012 Plan"), and the 2019 Equity Incentive Plan ("2019 Plan").
We issue new shares of common stock to satisfy awards issued under our Equity Plans. In March 2021, our shareholders
approved the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, which was adopted by the Company’s
Board of Directors in December 2020 and increased the maximum number of shares of the Company’s common stock that may
be issued or transferred pursuant to awards under the 2019 Equity Incentive Plan by an additional 2,138,000 shares.
Stock Options
Most stock options vest and become exercisable over four to five years 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 Code.
The following table summarizes stock option activity under the Equity Plans for the fiscal year ended September 30, 2021:
Outstanding as of September 30, 2020
Granted
Exercised
Forfeited
Expired
Outstanding as of September 30, 2021
Exercisable as of September 30, 2021
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
(in years)
Aggregate
Intrinsic
Value (*)
(in thousands)
Number of
Shares
44,065
—
(15,025)
—
(9,171)
19,869
19,869
19,869
$
$
$
$
5.14
—
5.13
—
6.35
4.59
4.59
4.59
3.75
3.75
3.75
$
$
$
57
57
57
Vested and expected to vest as of September 30, 2021
___________________________________________
(*)
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 year ended September 30, 2020, the intrinsic value of options
exercised was $0.
As of September 30, 2021, there was no unrecognized stock-based compensation expense related to non-vested stock options
granted under the Equity Plans.
Valuation Assumptions
There were no stock option grants for the fiscal years ended September 30, 2021 and 2020.
72
Time-Based Restricted Stock
Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) granted to employees under the 2010 Plan,
2012 Plan or 2019 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the
vesting or lapse of the restrictions, as applicable. 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 subject to time-based vesting requirements for the fiscal
year ended September 30, 2021:
RSUs
RSAs
Non-vested as of September 30, 2020
Granted
Vested
Forfeited
Number of
Shares
1,548,045
1,045,673
(598,986)
(189,878)
Weighted
Average Grant
Date Fair Value
3.41
5.55
$
3.43
3.70
4.61
Number of
Shares
8,154
—
(8,154)
—
Weighted
Average Grant
Date Fair Value
8.20
—
$
8.20
—
—
Non-vested as of September 30, 2021
1,804,854
$
— $
As of September 30, 2021, there was approximately $6.7 million of remaining unamortized stock-based compensation expense
associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.7 years.
The 1.8 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $13.5 million and a
weighted average remaining contractual term of 2.7 years. For the fiscal years ended September 30, 2021, 2020, and 2019, the
intrinsic value of RSUs vested was approximately $3.6 million, $1.3 million and $1.4 million, respectively. For the fiscal years
ended September 30, 2020 and 2019, the weighted average grant date fair value of RSUs granted was $3.41 and $3.68 per
share, respectively.
For the fiscal year ended September 30, 2021, $27.3 thousand of RSAs vested. As of September 30, 2021, there was no
remaining unamortized stock-based compensation expense associated with RSAs.
Performance Stock
Performance based restricted stock units (“PSU”) and performance based shares of restricted stock (“PRSA”) granted to
employees under the 2012 Plan or 2019 Plan typically vest over 1 to 3 years and are subject to forfeiture in whole, if
employment terminates, or in whole or in part, if specified vesting conditions are not satisfied, in each case prior to vesting.
PSUs are not considered issued or outstanding common stock until they vest. 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 that are granted to
executive officers and key employees are provided as long-term incentive compensation that is based on relative total
shareholder return, which measures performance against the Russell Microcap Index.
The following table summarizes the activity related to PSUs for the fiscal year ended September 30, 2021:
Non-vested as of September 30, 2020
Granted
Vested
Forfeited
Non-vested as of September 30, 2021
PSUs
Number of Shares
(at Target)
Weighted Average Grant
Date Fair Value
868,500
$
231,000
(6,086)
(126,414)
967,000
$
4.79
7.39
7.91
7.70
5.01
73
As of September 30, 2021, there was approximately $2.4 million of remaining unamortized stock-based compensation expense
associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 1.3 years.
The 1.0 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $7.2
million and a weighted average remaining contractual term of 1.3 years. For the fiscal years ended September 30, 2021, 2020
and 2019, the intrinsic value of PSUs vested was $34.4 thousand, $0.0 million and $0.2 million, respectively. For the fiscal
years ended September 30, 2020 and 2019, the weighted average grant date fair value of PSUs granted was $3.81 and $5.19 per
share, respectively.
As of September 30, 2020, there was no remaining unamortized stock-based compensation expense associated with PRSAs.
Stock-based Compensation
The following table set forth stock-based compensation expense by award type:
(in thousands)
Employee stock options
RSUs and RSAs
PSUs and PRSAs
ESPP
Outside director equity awards and fees in common stock
Total stock-based compensation expense
For the Fiscal Year Ended September 30,
2021
2020
2019
2
$
13
$
2,093
1,396
307
382
1,755
1,243
214
291
4,180
$
3,516
$
25
1,495
685
180
221
2,606
$
$
The following table set forth stock-based compensation expense by expense type:
(in thousands)
Cost of revenue
Selling, general, and administrative
Research and development
Total stock-based compensation expense
For the Fiscal Year Ended September 30,
2021
2020
2019
$
$
767
$
692
$
2,590
823
2,155
669
4,180
$
3,516
$
482
1,478
646
2,606
Stock-based compensation within SG&A expense was lower for the fiscal year ended September 30, 2019 due to the reversal of
previously recognized expense associated with the forfeiture of unvested RSUs and PSUs of the former CFO.
Capital Stock
Authorized capital stock consists of 50 million shares of common stock, no par value, and 5,882,352 shares of preferred stock,
$0.0001 par value.
On February 16, 2021, the Company closed our offering of 6,655,093 shares of our common stock, which included the full
exercise of the underwriters’ option to purchase 868,056 additional shares of common stock, at a price to the public of $5.40 per
share, resulting in net proceeds to us from the offering, after deducting the underwriting discounts and commissions and other
offering expenses, of approximately $33.1 million. The shares were sold by us pursuant to an underwriting agreement with
Cowen and Company, LLC, dated as of February 10, 2021. As of September 30, 2021 and 2020, we had 43.9 million and 36.5
million shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued or
outstanding as of September 30, 2021 and 2020.
401(k) Plan
The Company has a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the 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 each of
74
the fiscal years ended September 30, 2021, 2020 and 2019 was approximately $1.1 million, $1.0 million, and $0.6 million,
respectively.
Earnings (Loss) per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share:
(in thousands, except per share)
Numerator
Net income (loss)
Denominator
For the Fiscal Year Ended September 30,
2021
2020
2019
$
25,643
$
(7,000)
$
(35,984)
Weighted average number of shares outstanding - basic
34,020
29,136
27,983
Effect of dilutive securities
Stock options
PSUs, RSUs, and restricted stock
Weighted average number of shares outstanding - diluted
Earnings (loss) per share - basic
Earnings (loss) per share - diluted
7
1,762
35,789
0.75
0.72
$
$
Weighted average antidilutive options, unvested RSUs and RSAs, unvested PSUs
and ESPP shares excluded from the computation
195
1,109
—
—
—
—
29,136
27,983
$
$
(0.24)
(0.24)
$
$
(1.29)
(1.29)
810
Basic EPS is computed by dividing net income (loss) for the period by the weighted-average number of common stock
outstanding during the period. Diluted EPS is computed by dividing net income (loss) for the period by the weighted average
number of common stock outstanding during the period, plus the dilutive effect of outstanding RSUs and RSAs, PSUs, stock
options, and shares issuable under the Employee Stock Purchase Plan ("ESPP") as applicable pursuant to the treasury stock
method. Certain of the Company's outstanding share-based awards, noted in the table above, were excluded because they were
anti-dilutive, but they could become dilutive in the future. The dilutive stock options and unvested stock were excluded from
the computation of diluted net loss per share for the fiscal years ended September 30, 2020 and 2019 due to the Company
incurring a net loss for the period.
ESPP
Until September 2021, we maintained the ESPP, which provided employees an opportunity to purchase common stock through
payroll deductions. The ESPP was a 6-month duration plan with new participation periods beginning on approximately
February 25 and August 26 each year, with the purchase price set at 85% of the average high and low market price of common
stock on either the first or last trading day of the participation period, whichever was lower, and annual contributions were
limited to the lower of 10% of an employee’s compensation or $25.0 thousand. In September 2021, the Compensation
Committee of our Board Directors approved the termination of the ESPP, effective immediately.
Prior to termination of the ESPP, we issued 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, 2021, 2020 and 2019
totaled approximately 192.0 thousand, 231.0 thousand and 197.0 thousand shares, respectively. As of September 30, 2021, the
total amount of common stock issued under the ESPP totaled 3,395,090 shares and the total shares remaining available for
issuance under the ESPP totaled 0.
Future Issuances
As of September 30, 2021, we had common stock reserved for the following future issuances:
75
Exercise of outstanding stock options
Unvested RSUs and RSAs
Unvested PSUs and PRSAs (at 200% maximum payout)
Issuance of stock-based awards under the Equity Plans
Purchases under the officer and director share purchase plan
Total reserved
NOTE 13.
Segment and Revenue Information
Reportable Segments
Number of Common
Stock Shares Available for
Future Issuances
19,869
1,804,854
1,934,000
1,751,234
88,741
5,598,698
Reported below are the Company’s segments for which separate financial information is available and upon which operating
results are evaluated by the chief operating decision maker, the Chief Executive Officer, to assess performance and to allocate
resources. We do not allocate sales and marketing or general and administrative expenses, or interest expense and interest
income to our segments, because management does not include the information in its measurement of the performance of the
operating segments. Also, a measure of segment assets and liabilities has not been provided to the Company's chief operating
decision maker and therefore is not shown below.
Information on reportable segments utilized by the chief operating decision maker is as follows:
(in thousands)
Revenue
Aerospace and Defense
Broadband
Total revenue
Segment income (loss)
Aerospace and Defense gross profit
Aerospace and Defense research and development expense
Aerospace and Defense segment loss
Broadband gross profit
Broadband research and development expense
Broadband segment income (loss)
Consolidated segment income (loss)
Unallocated operating expense
Selling, general, and administrative
Loss (gain) on sale of assets
Total unallocated operating expense
Operating income (loss)
Product Categories
Revenue is also classified by major product category and is presented below:
For the Fiscal Year Ended September 30,
2021
2020
2019
$
$
$
$
$
$
$
$
$
$
50,838
107,606
158,444
13,705
14,616
(911)
47,783
2,832
44,951
44,040
24,544
515
25,059
18,981
$
$
$
$
$
$
$
$
$
55,240
54,888
110,128
16,729
17,469
(740)
18,853
2,800
16,053
15,313
24,631
(2,284)
22,347
$
$
$
$
$
$
$
$
$
$
(7,034)
$
33,086
54,179
87,265
9,207
10,448
(1,241)
5,882
8,995
(3,113)
(4,354)
32,080
(302)
31,778
(36,132)
76
(in thousands)
Aerospace and Defense
Navigation and Inertial Sensing
Defense Optoelectronics
Broadband
CATV Lasers and Transmitters
Chip Devices
Other Optical Products
Total revenue
Geographical Concentration
For the Fiscal Year Ended September 30,
2021
2020
2019
$
$
36,539
14,299
$
38,983
16,257
95,255
3,106
9,245
44,457
4,873
5,558
$
158,444
$
110,128
$
23,203
9,883
41,150
10,828
2,201
87,265
The following table sets forth revenue by geographic area based on customers’ billing address:
(in thousands)
United States and Canada
Asia
Europe
Other
Total revenue
Significant Customers
For the Fiscal Year Ended September 30,
2021
2020
2019
$
139,443
$
91,205
$
11,836
4,802
2,363
9,397
5,559
3,967
68,607
11,637
6,209
812
$
158,444
$
110,128
$
87,265
Significant customers are defined as customers representing greater than 10% of consolidated revenue. Revenue from three,
three and three significant customers represented an aggregate of 70%, 57% and 55% of consolidated revenue for the fiscal
years ended September 30, 2021, 2020 and 2019, respectively. The percentage from significant customers increased driven by
higher Broadband revenue.
Significant portions of the Company’s sales are concentrated among a limited number of customers. The duration, severity, and
future impact of the COVID-19 pandemic are highly uncertain and could result in significant disruptions to the business
operations of the Company’s customers. If one or more of these significant customers significantly decreases their orders for
the Company’s products, or if we are unable to deliver finished products to the customer in connection with such orders, the
Company’s business could be materially and adversely affected.
NOTE 14.
Subsequent Events
On November 1, 2021, we entered into an Amendment to Lease (the “New Alhambra Lease Amendment”) to that certain
Standard Industrial/Commercial Single-Tenant Lease – Net, dated as of October 1, 2017, by and between the Company and
CHESTNUT2015 LLC (the “Alhambra Lease”), as previously amended by that certain Amendment to Lease, dated as of March
31, 2019 (the “Original Alhambra Lease Amendment”). Pursuant to the terms of the New Alhambra Lease Amendment, we
agreed to extend the term of the lease for our corporate headquarters, manufacturing and research and development facilities
located in Alhambra, California (the “Leased Facilities”) through September 30, 2031, with a five-year Company option to
extend beyond such expiration date. Under the terms of the New Alhambra Lease Amendment, base rent for the Leased
Facilities will remain unchanged from the rates of $51,500 per month during the fiscal year ending September 30, 2022 and
$53,500 per month during the fiscal year ending September 30, 2023, in each case as previously agreed in the Original
Alhambra Lease Amendment, and we continue to be responsible for certain other monthly expenses related to the Leased
Facilities, including taxes and utilities. Base rent for the fiscal year ending September 30, 2024 will be based on a mutually
determined fair market value, subject to the appraisal process set forth in New Alhambra Lease Amendment, which amount
shall be at least 2% greater than the monthly rent paid during the fiscal year ending September 30, 2023. Monthly base rent for
77
the fiscal year ending September 30, 2025 and each fiscal year thereafter during the term of the lease shall increase from the
monthly rent payable in the immediately preceding fiscal year in an amount equal to the percentage increase, from the
immediately preceding fiscal year, in the most recently published Consumer Price Index for All Urban Consumers, Los
Angeles-Long Beach-Anaheim area, published by the Bureau of Labor Statistics of the U.S. Department of Labor.
78
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
EMCORE Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of EMCORE Corporation and subsidiaries (the Company) as of
September 30, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss),
shareholders’ equity, and cash flows for each of the years in the three-year period ended September 30, 2021, and the related
notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial
reporting as of September 30, 2021, based on criteria established in Internal Control Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the
years in the three-year period ended September 30, 2021, in conformity with U.S. generally accepted accounting principles.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
September 30, 2021 based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases as of
October 1, 2019 due to the adoption of FASB's ASC Topic 842, Leases.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, 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 consolidated financial statements and an opinion on the Company’s internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting 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 audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
79
Definition and Limitations of Internal Control Over Financial Reporting
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 limitations, 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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or
complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Net realizable value of inventory
As discussed in Note 2 and Note 6 to the consolidated financial statements, the Company has inventory of $32.3 million as
of September 30, 2021, which is stated at the lower of cost or net realizable value. The Company writes-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. The determination of the excess and obsolete inventory requires
management to make assumptions related to estimates of future inventory demand and market conditions.
We identified the evaluation of net realizable value of inventory as a critical audit matter. Subjective auditor judgment was
required to evaluate future inventory demand and market conditions, including whether past consumption and recent
purchases used in the Company’s model were indicative of future inventory demand.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the inventory process, including controls over the
assumptions described above. We evaluated historical write down trends, historical sales of older inventory, and relevant
changes in the overall business environment, including changes in key customers, product lines, and competitors, in order
to assess the Company’s model. For a sample of products within inventory, we compared the Company’s determination of
past consumption and recent purchases used to estimate future inventory demand of the product to supporting
documentation.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
Irvine, California
December 3, 2021
80
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A. Controls and Procedures
a.
Evaluation of Disclosure Control and Procedures
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 Exchange Act) as of the
end of the period covered by this Annual Report on Form 10-K. Based upon this evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that disclosure controls and procedures were effective as of the end
of the period covered by this report.
b.
Management’s Annual Report on Internal Control over Financial Reporting
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 the Chief
Executive Officer and Chief Financial Officer and with the participation of management, we conducted an evaluation
of the effectiveness of internal control over financial reporting as of September 30, 2021 based on the framework in
Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on that evaluation, management concluded that internal control over financial reporting
was effective as of September 30, 2021.
The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the
Company’s internal control over financial reporting as stated within their report which appears herein.
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 Exchange Act) during the quarter ended September 30, 2021 that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Due to
the ongoing COVID-19 pandemic, a significant number of employees are now working from home. The design of
processes, systems, and controls allows for remote execution with accessibility to secure data.
d.
Limitations on Effectiveness of Controls and Procedures
Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that disclosure
controls or 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.
81
ITEM 9B. Other Information
Not applicable.
82
PART III.
ITEM 10. Directors, Executive Officers, and Corporate Governance
Information regarding executive officers and directors required by this Item is incorporated by reference to the section entitled
“Proposal I: Election of Directors - Directors and Executive Officers” that will be included in the Definitive Proxy Statement in
connection with the Annual Meeting of Stockholders (the “Proxy Statement”), which will be filed with the SEC within 120
days after the fiscal year ended September 30, 2021. Information required by Items 407(c)(3), (d)(4), and (d)(5) of Regulation
S-K is incorporated by reference to the information under the caption “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 the 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 the code of ethics for 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 information under the captions “Director Compensation
for Fiscal Year 2021,” “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
information under the caption “Ownership of Securities - Security Ownership of Certain Beneficial Owners and Management”
in the Proxy Statement.
Information regarding equity compensation plans is incorporated by reference to the information under caption “Ownership of
Securities - 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 information under the captions entitled “Governance of the
Company - Related Person Transaction Approval Policy” and “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 information under the caption “Ratification of the
Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
83
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 (Loss) for the fiscal years ended September 30,
2021, 2020, and 2019
Consolidated Balance Sheets as of September 30, 2021 and 2020
Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2021, 2020, and 2019
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 the consolidated financial
statements and notes thereto under Part II, Item 8 of this Annual Report on Form 10-K.
(a)(3) Exhibits
See Item 15(b) below. Each management contract or compensatory plan or arrangement required to be filed has been identified.
(b)
Exhibits
84
2.1
2.2
2.3
2.4
2.5
3(i).1
3(i).2
3(i).3
3(i).4
3(i).5
3(i).6
3(ii).7
4.1
4.2**
10.1
10.2†
10.3†
10.4†
10.5†
10.6†
Purchase and Sale Agreement, dated as of June 7, 2019 by and among EMCORE Corporation, The Resilience Fund
IV, L.P., The Resilience Fund IV-A, L.P., Aerospace Newco Holdings, Inc. and Ember Acquisition Sub, Inc. (incorporated
by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 10, 2019).
Asset Purchase Agreement, dated as of October 25, 2019 by and among EMCORE Corporation, Hytera Communications
(Hong Kong) Company Limited and Shenzhen Hytera Communications Co., Ltd. (incorporated by reference to
Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 30, 2019).
Asset Purchase Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, Shenzhen Fastrain
Technology Co., Ltd. and Hong Kong Fastrain Company Limited (incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed on August 11, 2021).
Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) dated as of December
31, 2019 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc. (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8 K filed on January 6, 2020).
First Amendment to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential)
dated as of January 13, 2020 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc.
(incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 10, 2020).
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).
Certificate of Amendment to the Restated Certificate of Incorporation dated March 19, 2018 (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2018).
Certificate of Amendment to the Restated Certificate of Incorporation dated May 12, 2021 (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2021).
By-Laws of EMCORE Corporation, as amended through January 11, 2021 (incorporated by reference to Exhibit 3.1 to the
Company’s Current Report on Form 8-K filed with the SEC on January 13, 2021).
Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual
Report on Form 10-K filed on December 6, 2017).
Description of EMCORE Corporation Capital Stock
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 March 18, 2021) (incorporated by reference to Exhibit 10.2 to the Company’s
Quarterly Report on Form 10-Q filed on May 7, 2021).
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).
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).
2012 Equity Incentive Plan, as amended and restated on January 19, 2017 (incorporated by reference to Exhibit 10.7 to the
Company’s Annual Report on Form 10-K filed on December 6, 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).
85
10.7†
10.8†
10.9†
10.10†
10.11†
10.12†
10.13†
10.14†
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 December 2017) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on
Form 10-Q filed on February 6, 2018).
Form of Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (for non-executive
officers) (as of October 2016) (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K
filed on December 6, 2017).
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 (incorporated by reference to Exhibit 10.12 to
the Company’s Annual Report on Form 10-K filed on December 6, 2017).
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 (incorporated by reference
to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on December 6, 2017).
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 10.2 of the Company’s Quarterly Report on Form 10-Q filed on August 4, 2020).
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).
10.15†**
10.16†
Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, as amended and restated on November 29,
2021.
Form of Time-Based Restricted Stock Unit Award under the EMCORE Corporation 2019 Equity Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 27, 2019).
10.17†
10.18†
10.19†
10.20†
10.21
10.22
10.23
10.24†
Form of Performance-Based Restricted Stock Unit Award under the EMCORE Corporation 2019 Equity Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 27, 2019).
Form of Time-Based Restricted Stock Unit Award (for directors) under the Amended and Restated EMCORE Corporation
2019 Equity Incentive Plan (as of March 2021) (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q filed on May 7, 2021).
Form of Performance-Based Restricted Stock Unit Award (for executive officers) under the Amended and Restated
EMCORE Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly
Report on Form 10-Q filed on May 7, 2021).
Employment Agreement, dated August 7, 2019, by and between EMCORE Corporation and Tom Minichiello
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2019).
Contract Manufacturing Agreement, dated as of October 25, 2019, by and among EMCORE Corporation, Hytera
Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co., Ltd. (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2019).
Termination Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, EMCORE Optoelectronics
(Beijing) Co., Ltd., Shenzhen Fastrain Technology Co., Ltd. and Hong Kong Fastrain Company Limited, Hytera
Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co., Ltd. (incorporated by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 11, 2021).
Manufacturing Supply Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, Shenzhen Fastrain
Technology Co., Ltd. and Hong Kong Fastrain Company Limited (incorporated by reference to Exhibit 10.2 to the
Company’s Current Report on Form 8-K filed on August 11, 2021).
EMCORE Corporation Fiscal 2021 Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8 K filed on December 16, 2020).
86
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38**
10.39**
10.40**
10.41**
10.42**
10.43**
10.44**
21.1**
23.1**
Single-Tenant Triple Net Lease, dated as of February 10, 2020, by and between Systron Donner Inertial, Inc. and Eagle
Rock Holdings, LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
February 11, 2020).
Lease Guaranty, dated as of February 10, 2020, by and between Systron Donner Inertial, Inc. and Eagle Rock Holdings,
LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 11, 2020).
Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, entered into by and between
EMCORE Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed on May 6, 2020).
Standard Industrial/Commercial Single-Tenant Lease – Net, dated as of October 1, 2017, by and between EMCORE
Corporation and CHESTNUT2015 LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed on November 2, 2021).
Amendment to Lease, dated as of March 31, 2019, by and between EMCORE Corporation and CHESTNUT2015 LLC
(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 2, 2021).
Amendment to Lease, dated as of November 1, 2021, by and between EMCORE Corporation and CHESTNUT2015 LLC
(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 2, 2021).
Credit and Security Agreement, dated November 11, 2010, between Wells Fargo Bank National Association and the
Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 17,
2010).
First Amendment to Credit and Security Agreement dated December 21, 2011, between Wells Fargo Bank National
Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-
Q filed February 14, 2012).
Second Amendment to the Credit and Security Agreement, dated June 14, 2012, between Wells Fargo Bank National
Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-
Q filed August 8, 2012).
Third Amendment to Credit and Security Agreement, dated December 28, 2012, between Wells Fargo Bank National
Association and the Company (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K
filed on January 4, 2013).
Fourth Amendment to Credit and Security Agreement, dated May 21, 2013, between Wells Fargo Bank, National
Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on May 23, 2013).
Fifth Amendment to Credit and Security Agreement, dated August 26, 2013, between Wells Fargo Bank, National
Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on August 30, 2013).
Sixth Amendment to Credit and Security Agreement, dated December 3, 2014, between Wells Fargo Bank, National
Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K
filed on December 5, 2014).
Seventh Amendment to Credit and Security Agreement, dated November 10, 2015, between Wells Fargo Bank, National
Association and the Company.
Eighth Amendment to Credit and Security Agreement, dated October 31, 2016, between Wells Fargo Bank, National
Association and the Company.
Ninth Amendment to Credit and Security Agreement, dated July 27, 2017, between Wells Fargo Bank, National
Association and the Company.
Tenth Amendment to Credit and Security Agreement, dated November 7, 2018, between Wells Fargo Bank, National
Association and the Company.
Eleventh Amendment to Credit and Security Agreement, dated December 2, 2019, between Wells Fargo Bank, National
Association and the Company.
Twelfth Amendment to Credit and Security Agreement, dated December 8, 2020, between Wells Fargo Bank, National
Association and the Company.
Thirteenth Amendment to Credit and Security Agreement, dated October 26, 2021, between Wells Fargo Bank, National
Association and the Company.
Subsidiaries of the Company.
Consent of KPMG LLP, independent registered public accounting firm.
87
24.1
31.1**
31.2**
32.1***
32.2***
101.INS**
101.SCH**
101.CAL**
101.LAB**
101.PRE**
101.DEF**
104
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.
Inline XBRL Instance Document.
Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Inline XBRL Taxonomy Extension Label Linkbase Document.
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Cover Page Interactive Data File - formatted in Inline XBRL and contained in Exhibit 101.
________________________________________________
† Management contract or compensatory plan
** Filed herewith
*** Furnished herewith
ITEM 16.
Form 10-K Summary
Not applicable.
88
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 3, 2021
Date: December 3, 2021
EMCORE CORPORATION
By:
By:
/s/ Jeffrey Rittichier
Jeffrey Rittichier
Chief Executive Officer
(Principal Executive Officer)
/s/ Tom Minichiello
Tom Minichiello
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
Securities and Exchange 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 3, 2021.
Signature
/s/ Jeffrey Rittichier
Jeffrey Rittichier
/s/ Tom Minichiello
Tom Minichiello
/s/ Stephen L. Domenik
Stephen L. Domenik
/s/ Bruce E. Grooms
Bruce E. Grooms
/s/ Noel Heiks
Noel Heiks
/s/ Rex S. Jackson
Rex S. Jackson
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman of the Board
Director
Director
Director
89
CORPORATE PROFILE
About EMCORE
Board of Directors
EMCORE Corporation is a leading provider of advanced mixed-
signal products that serve the aerospace & defense, communica-
tions, and sensing markets. Our best-in-class components and
systems support a broad array of applications including naviga-
tion and inertial sensing, defense optoelectronics, broadband
communications, optical sensing, and specialty chips for
telecom and data center. We leverage industry-leading Quartz
MEMS, Lithium Niobate, and Indium Phosphide chip-level tech-
nology to deliver state-of-the-art component and system-level
products across our end-market applications. EMCORE has
vertically-integrated manufacturing capability at its wafer fabri-
cation facility in Alhambra, CA, and Quartz MEMS manufacturing
facility in Concord, CA. Our manufacturing facilities maintain ISO
9001 quality management certification, and we are AS9100
aerospace quality certified at our facility in Concord.
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
Stephen L. Domenik
Chairman of the Board
Bruce E. Grooms
Member, Board of Directors
Noel Heiks
Member, Board of Directors
Rex S. Jackson
Member, Board of Directors
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
Tom Minichiello
Chief Financial Officer
626-293-3400
investor@emcore.com
2021 ANNUAL REPORT
EMCORE LOCATIONS
Corporate Headquarters
EMCORE Corporation
2015 Chestnut Street
Alhambra, CA 91803 USA
626 293 3400
626 293 3429
EMCORE Concord
2700 Systron Drive
Concord, CA 94518 USA
925 979 4500
925 349 1366
www.emcore.com