UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 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 000-27548
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
86-0708398
(I.R.S. Employer Identification No)
http://www.lightpath.com
2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
(Address of principal executive offices, including zip code)
(407) 382-4003
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common
Stock, par value $0.01
Trading Symbol(s)
LPTH
Name of each exchange on which registered
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act:
Series D Participating Preferred Stock Purchase Rights
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 in the Exchange Act). YES ☐ NO ☒.
The aggregate market value of the registrant’s voting stock held by non-affiliates (based on the closing sale price of the registrant’s Class A Common Stock on
The NASDAQ Capital Market) was approximately $76,925,641 as of December 31, 2020.
As of September 7, 2021, the number of shares of the registrant’s Class A Common Stock outstanding was 26,994,534.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Fiscal 2022 Annual Meeting of Stockholders are incorporated by reference in Part II and Part III.
LightPath Technologies, Inc.
Form 10-K
Table of Contents
PART I
Item 1. Business
Item 1A. Risk Factors
Item 2. Properties
Item 3. Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
Index to Consolidated Financial Statements
Signatures
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F-1
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements and information in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals,
projections, strategies, future events, or performance, statements related to the expected effects on our business from the coronavirus (“COVID-19”) pandemic,
and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other
comparable terminology. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their
potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that
future developments affecting us will be those that we anticipate. Forward-looking statements involve known and unknown risks, uncertainties, and other
factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Forward-looking statements represent management’s beliefs and assumptions only as of the date of this Annual Report on Form 10-K. You should read this
Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. Except as
required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those
anticipated in these forward-looking statements, even if new information becomes available in the future.
PART I
Item 1. Business.
General
Our Company
LightPath Technologies, Inc. (“LightPath”, the “Company”, “we”, “our”, or “us”) was incorporated under Delaware law in 1992 as the successor to LightPath
Technologies Limited Partnership, a New Mexico limited partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation, a New
Mexico corporation formed in 1985. Today, LightPath is a global company with major facilities in the United States, the People’s Republic of China and the
Republic of Latvia.
Subsidiaries
In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary, located in Jiading, People’s
Republic of China. The LPOI facility (the “Shanghai Facility”) is primarily used for sales and support functions.
In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd. (“LPOIZ”), a wholly-owned subsidiary located in the New City district,
of the Jiangsu province, of the People’s Republic of China. LPOIZ’s manufacturing facility (the “Zhenjiang Facility”) serves as our primary manufacturing
facility in China and provides a lower cost structure for production of larger volumes of optical components and assemblies. Late in fiscal 2019, this facility
was expanded from 39,000 to 55,000 square feet to add capacity for polishing to support our growing infrared business.
In December 2016, we acquired ISP Optics Corporation, a New York corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited
liability company founded in 1998 under the Laws of the Republic of Latvia (“ISP Latvia”). ISP is a vertically integrated manufacturer offering a full range of
infrared products from custom infrared optical elements to catalog and high-performance lens assemblies. Historically, ISP’s Irvington, New York facility (the
“Irvington Facility”) functioned as its global headquarters for operations, while also providing manufacturing capabilities, optical coatings, and optical and
mechanical design, assembly, and testing. In June 2019, we completed the relocation of this manufacturing facility to our existing facilities in Orlando, Florida
and Riga, Latvia. ISP Latvia is a manufacturer of high precision optics and offers a full range of infrared products, including catalog and custom infrared optics.
ISP Latvia’s manufacturing facility is located in Riga, Latvia (the “Riga Facility”).
3
Industry
We and our customers support a wide range of industries, including automotive, telecommunications, defense, medical, bio-technology, industrial, consumer
goods and more. A commonality among these industries is the use of photonics as an enabling technology in their products.
Over the last ten years we have witnessed a pivotal shift in the adoption of photonics in new applications. In the early days of the photonics industry the
technology was a specialty, which was both expensive and required highly specialized technical knowledge, leading to low adoption of the technology into
industries other than defense and high-end medical applications. Starting with the commercialization of fiber optic communication, and further driven by
significant cost reduction in key technologies such as sensors and lasers, the adoption of the technology into more industries and applications began rapidly
growing. According to the National Academy of Sciences Report: Optics & Photonics: Essential Technologies for our Nation, the value of light-enabled
products and services is estimated to be between $7 trillion and $10 trillion annually, representing 11% of the world’s economy.
With the accelerated rate of adoption and highly diversified industries and applications utilizing an expanding array of photonics technologies, comes a change
in both the needs of the customers and the supply chain, to support those needs. In the past, we and other component suppliers mostly served customers that
specialized in photonics. The needs of the large OEMs were focused on relying on component companies as their supply chain for optical parts and minor
fabrication and assemblies. Accordingly, the supply chain was fragmented and consisted of a large number of small companies, often with specific specialties
in the fabrication process. OEMs typically produced their own designs and relied on the supply chain to fulfill their needs absent any product planning or
collaboration.
As the industry has evolved and sensory, visualization and imaging capabilities have become differentiators, if not a necessity for an expanding array of
products in myriad industries, the specialized requirements of customers are no longer being adequately addressed. With the wider adaptation of the technology,
and with customers that now possess different expertise in different technologies, the needs are different, such is often the case with a mature supply chain. In
our case, the change translates to now serving OEM customers for whom photonics is one of several technologies they embed into their product. That is, a
limited number of OEMs have been transitioning from relying on a distributed supply chain that would provide all components for the bill of materials
(“BOM”) to a highly diversified and fragmented global customer base in which the optical parts of their system are only a part of multiple technologies
integrated together. As a result, the expanding market of original equipment and end market manufacturers are increasingly requiring an ecosystem around them
to support their needs for domain knowledge, design, assembly and supply of their optical needs. We refer to this ecosystem as optical engineered solutions.
We are uniquely positioned to serve as a single, global solutions provider with leading engineering and manufacturing capabilities. This has led to the
development of a new strategy and organizational alignment, discussed below, which we have begun to implement in recent months, with significant initial
success, including a return to double digit annual revenue growth, multiple new product designs and key multinational customer contract wins.
Growth Strategy
Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer
for visual light applications. While still positioned as a component provider, we expanded our addressable market with the acquisition of ISP, a manufacturer of
infrared optical components, in December 2016. Collectively, our operations lacked synergies, maintained a high cost structure, and lacked a defined path for
capitalizing on the industry’s evolution and growth opportunities.
In March of 2020, our Board of Directors (our “Board”) recruited Mr. Sam Rubin, an industry veteran with a proven track record for delivering high growth
through organic and inorganic means, to assume the role of Chief Executive Officer and to develop and implement a new strategy going forward. In the fall of
2020, Mr. Rubin led our Board and the leadership team in collaborative discussions with the purpose of defining a new comprehensive strategy for our
business. The collaborative strategic planning process included leaders from across the organization, detailed dialogs with customers, vendors and partners, and
an in-depth analysis of the environment we are in, changes and trends in and around the use of photonics, and an analysis of our capabilities, strengths and
weaknesses. Throughout the process, we focused on developing a strategy that creates a unique and long-lasting value to our customers, and utilizes our unique
capabilities and differentiators, both existing capabilities and differentiators, as well as new capabilities we acquire and develop organically.
Understanding the shifts that are happening in the marketplace, and the changes that come when a technology like photonics moves from being a specialty, to
being integrated into mainstream industries and applications, we redefined our strategic direction to provide our wide customer base with domain expertise in
optics, and become their partner for the optical engine of their system. In our view, as the use of photonics evolves, so do the needs evolve. The industry is
transforming from a fragmented industry with many component manufacturers into a solution focused industry, with the potential for partnerships for solution
development and production. We believe such a partnership starts with us, as the supplier. We have in-house domain expertise in photonics, knowledge and
experience in the most advanced technologies and the necessary manufacturing techniques. We can then further develop these partnerships by working closely
with the customer throughout their design process, designing an optical solution that is tailored to their needs, often times using unique technologies we own,
and supplying the customer with the corresponding complete optical subsystem to be integrated into their product. Such an approach builds on our unique,
value-added technologies that we both currently own, such as optical molding, fabrication, and system design along with other technologies we may acquire or
develop in the future to create tailored solutions for our customers, which often are based on proprietary manufacturing technologies.
Providing the domain expertise and the extensive “know how” in optical design, fabrication, production and testing technologies will allow our customers to
focus on their own development efforts, without needing to develop subject matter expertise in optics. By providing the bridge into the optical solution world,
we partner with our customers on a long-term basis, create value to our customers, and capture that value through the long-term supply relationships we
develop.
4
Organizational Alignment
Along with the development of a new strategic direction, we are focused on the execution of this strategic plan. First, we aligned the organization to the
strategic plan. Such alignment has been ongoing in all levels of the organization, starting at the leadership level through the creation of the role of Vice
President of Operations through the hiring of Peter Grief, and the hiring of a new Chief Financial Officer, Albert Miranda, upon the retirement of our former
officer. We also appointed a new director to our Board, S. Eric Creviston, who has extensive experience with wireless and mobile technology and the
semiconductor industry. We believe that the addition of our new Vice President of Operations, an expert at building and scaling manufacturing operations, and
our new Chief Financial Officer with strong experience in financial management and mergers and acquisitions in the optical industry, will allow us to now
focus on building a strong foundation that is aligned to our strategic plan, and create an operation that will be ready to take on significant growth, both organic
and inorganic.
To execute our new strategic plan, we also need, among other things, a strong manufacturing organization, as well as a technical organization that provides the
domain expertise in photonics, from the design of an optical engineered solution tailored for the customer’s needs, through the manufacturing, assembly and
testing of such a sub-system. Given the fast pace of advancements in photonics technologies, achieving a sustainable advantage will also depend on having
unique capabilities and technologies that allow our team to design and deliver the best tailored solutions. To support those goals, we began a few different
organization-wide efforts, starting from standardizing and optimizing our processes and systems, through alignment of organizational structure, such as
separating what used to be one combined engineering group into the engineering functions that are part of operations, and a new product development group
that focuses on developing capabilities and technologies that allow us to design and deliver better solutions. By having a small, focused new product
development group, we are able to develop unique technologies that allow us to design solutions that we believe are better than what is otherwise available.
Such unique technologies include developing tailored and optimized optical coatings, and advanced fabrication techniques such as freeform optical
components, custom materials not available elsewhere, and cutting edge optical design capabilities.
In the longer term, we have identified capabilities and technologies that could be important differentiators, including, for example, optical detectors and active
optical components such as lasers, motion systems, and more. The collection of many such unique technologies is what will allow us to differentiate our optical
solution, and provide the customer with a product that is tailored exactly to their needs.
In addition to all of the organizational alignment initiatives we are implementing, we have also had a leadership transition and operational enhancements at our
Chinese subsidiaries. As discussed in more detail in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, we
terminated certain of our management employees at our Chinese subsidiaries, LPOIZ and LPOI, and transitioned to new management personnel. These events
adversely impacted domestic sales in China, but we expect these impacts to lessen in the first half of fiscal 2022.
Technologies
We believe that to be the preferred partner for the photonics needs of our customers, domain expertise in photonics is the key element. Optics and photonics
require multidisciplinary skills, including physics, mechanical engineering, material sciences, electrical engineering, chemistry, among others. This is part of
what makes using photonics so complicated, and at the same time part of what we see as the opportunity. Knowing what can and cannot be produced, designing
the architecture and detailed design of the optical system, including electrical and mechanical interfaces, choosing and executing the best manufacturing
technology, and delivering both the engineering prototypes that are needed, as well as long-term producing a high volume of goods, are all part of the domain
expertise required. Additionally, to design the best solution for a customer, we not only need to know what can be produced and how to design it, we also must
have unique capabilities that differentiate our solutions and allow us to design and produce a better solution that is more profitable than what may otherwise be
available.
Along those lines, we continue to focus on developing new, innovative capabilities and technologies in all of our engineering and manufacturing groups,
including systems design and testing, optical fabrication of components, material production, optical coatings, and electro mechanical design and production.
5
Among the manufacturing technologies we own are:
● High precision molded lenses. Historically, precision molding of lenses is the key technology we built upon. Precision molding of optics is a unique
technology that is well suited for both high volume production of optical components, as well as production of optics with unique shapes, which
otherwise would require a very lengthy and complex process, to individually polish each lens to shape. Precision molded optics, or PMOs, is a
technology we continuously invest in, pushing the envelope further on what materials can be molded and the shapes and sizes of the optics we can
mold. Although there are several other competitors that can mold optical elements, we have an established leadership position in this area, as the
original developer of the technology, and we believe we are the preferred vendor for the most complex, high-end projects of many of our customers.
Some recent advancements we have made in precision molded optics include molding of non-symmetric shapes such as freeform optical components,
and qualifying new materials for availability as moldable materials.
Traditional polishing, and diamond turned optics. Through the acquisition of ISP in fiscal 2017, we added to our capabilities a wide range of
traditional fabrication processes. These include CNC grinding and polishing of optical elements, traditional grind and polishing of lenses, and diamond
turning of infrared materials
●
● Materials. Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance
in varying conditions. Traditionally, infrared applications have only a small number of materials, all of which are crystal based. However, the
introduction of synthetic Chalcogenide glass in recent years, which allows for synthesizing of different materials, has created a larger library of
materials to design with. We produce four materials: BD6, our flagship Chalcogenide glass; (ii) BD2 which we have been producing for over 15 years;
(iii) NaCl and (iv) KBr crystals. We believe that having a larger selection of optical materials will provide us more tools to design better solutions than
exists with current materials, and we plan to continue to invest in our materials development. In addition, through a grant from Space Florida
foundation and Israel’s ministry of science, we plan to qualify our Chalcogenide glass for space applications and in particular thermal imaging from
space, which is a fast-growing application
● Optical coatings. Thin film coatings are designed to reduce losses and protect the optical material, which are a key part of any optical system. Through
our recent investments, we have the ability to coat lenses in all of our facilities, providing efficient, high quality antireflective coatings, as well as
reflective and protective coatings. Our coating facilities employ both physical vapor deposition techniques as well as chemical vapor deposition
techniques. In addition to our library of dozens of standard coatings, our coating engineers often design coatings specific for an application, optimizing
the performance of the system for a specific customer use. One of our most known advanced coatings is DLC, or Diamond Like Carbon, which
provides materials such as chalcogenide glass significant environmental protection. This coating is currently available only at a small number of
vendors, and is an example of a capability that provides us the ability to design better optical solutions.
● Assembly and testing. In recent years we have invested significantly in capabilities for sub-system level assemblies and testing in two of our facilities.
Even more recently, we have added capabilities of active alignment, and extended testing including environmental testing, to support our growing
business of optical assemblies and engineered solutions. We expect to continue to invest in this area as activity grows, and in particular in volume
manufacturing and testing of assemblies.
New Product Development
In connection with our new strategic direction, to leverage our subject matter expertise and provide customers with the optical sub-system to integrate into their
product, our development efforts during fiscal 2021 also shifted to focus on developing products, technologies and capabilities that allow us to provide better
solutions, using the most fit technology for each customer and with alignment to customer product lifecycle. This includes developing unique materials,
processing techniques, optical coating offerings and more, which allow us to design a better optical system for a customer than it could obtain elsewhere or
through its in-house/captive capabilities. Examples of such development efforts include new and unique optical coatings, advanced materials that provide more
flexibility in design, qualifying our materials and processes for specific environments such as our recently announced project to develop thermal imaging optics
for use in space, and more. Where possible we apply for patents for the technology we develop, though in many cases the protection a patent offers is
diminished by the need to disclose in detail the processes, and so we apply for patents only in cases when we believe the patent is enforceable and does not
compromise our trade secrets and intellectual properties developed over three decades.
We incurred expenditures for new product development during fiscal 2021 and 2020 of approximately $2.2 million and $1.7 million, respectively.
In some cases our product and technology development is supported through billing of engineering services, such as non-recurring engineering (“NRE”) fees.
In other cases we receive external funding, such as our recently announced funding from the Space Florida Foundation. In some cases, our efforts are self-
funded.
As part of our product development and research and development efforts, we have over 50 employees with engineering and related advanced degrees located
in our facilities throughout the world. Our facilities in Orlando, Florida and Zhenjiang, China are located in or near industrial technology campuses with
substantial access to optical industry constituencies, including a major university. This enables us and our staff to remain on the cutting edge of industry design
trends and to enter into collaborative engagements.
6
Product Groups and Markets
Overview
Our business is organized into three product groups: PMOs, infrared products and specialty products. These product groups are supported by our major product
capabilities: molded optics, thermal imaging optics, and custom designed optics.
Our PMO product group consists of visible precision molded optics with varying applications. Our infrared product group is comprised of infrared optics, both
molded and diamond-turned, and thermal imaging assemblies. This product group also includes both conventional and CNC ground and polished lenses.
Between these two product groups, we have the capability to manufacture lenses from very small (with diameters of sub-millimeter) to over 300 millimeters,
and with focal lengths from approximately 0.4 millimeters to over 2000 millimeters. In addition, both product groups offer both catalog and custom designed
optics.
Our specialty product group is comprised of value-added products, such as optical subsystems, assemblies, and collimators, and NRE products, consisting of
those products we develop pursuant to product development agreements that we enter into with customers. Typically, customers approach us and request that
we develop new products or applications for our existing products to fit their particular needs or specifications. The timing and extent of any such product
development is outside of our control.
Product Groups
Beginning in late 2019, we implemented a product management function, with a product manager for each of our major product capabilities: molded optics,
thermal imaging optics and custom designed optics. Product management is principally a portfolio management process that analyzes products within the
product capability areas as defined above. This function has begun to facilitate choosing investment priorities to help strategically align our competencies with
strategic industry revenue opportunities. Over the longer term, this function will also help ensure successful product life cycle management. The following
further discusses the various products we offer and certain growth opportunities we anticipate for each such product.
PMO Product Group. Aspheric lenses are known for their optimal performance. Aspheric lenses simplify and shrink optical systems by replacing several
conventional lenses. However, aspheric lenses can be difficult and costly to machine. Our glass molding technology enables the production of both low and
high volumes of aspheric optics, while still maintaining the highest quality at an affordable price. Molding is the most consistent and economical way to
produce aspheres and we have perfected this method to offer the most precise molded aspheric lenses available.
Infrared Product Group. Our infrared product group is comprised of both molded and turned infrared lenses and assemblies using a variety of infrared glass
materials. Advances in chalcogenide materials have enabled compression molding for mid-wave, or MWIR, and long-wave, or LWIR, optics in a process
similar to precision molded lenses. Our molded infrared optics technology enables high performance, cost-effective infrared aspheric lenses that do not rely on
traditional diamond turning or lengthy polishing methods. Utilizing precision molded aspheric optics significantly reduces the number of lenses required for
typical thermal imaging systems and the cost to manufacture these lenses. Molding is an excellent alternative to traditional lens processing methods particularly
where volume and repeatability is required.
Through ISP, our wholly-owned subsidiary, we also offer germanium, silicon or zinc selenide aspheres and spherical lenses, which are manufactured by
diamond turning. This manufacturing technique allows us to offer larger lens sizes and the ability to use other optical materials that cannot be effectively
molded. The capabilities we have from ISP give us the ability to meet complex optical challenges that demand more exotic optical substrate materials that are
non-moldable, as well as larger size optics.
7
Near the end of fiscal 2018, we announced comprehensive production capabilities and global availability for a new line of infrared lenses made from
chalcogenide glass. We developed this glass and melt it internally to produce our Black Diamond glass, which has been trademarked, and is marketed as BD6.
Historically, the majority of our thermal imaging products have been germanium-based, which is subject to market pricing and availability. BD6 offers a lower-
cost alternative to germanium, which we expect will benefit the cost structure of some of our current infrared products and allow us to expand our product
offerings in response to the markets’ increasing requirement for low-cost infrared optics applications.
Overall, we anticipate growth for infrared optics, particularly as BD6 continues to be adopted into new applications and new designs. Infrared systems, which
include thermal imaging cameras, temperature sensing, gas sensing devices, spectrometers, night vision systems, automotive driver awareness systems, such as
blind spot detection, thermal weapon sights, and infrared counter measure systems, is an area that is growing rapidly and we are selling products that are
utilized in a number of these applications. As infrared imaging systems become widely available, market demand will increase as the cost of components
decreases. Our aspheric molding process is an enabling technology for the cost reduction and commercialization of infrared imaging systems utilizing smaller
lenses because the aspheric shape of our lenses enables system designers to reduce the lens element in a system and provide similar performance at a lower
cost. In addition, there is a trend toward utilizing smaller size sensors in these devices which require smaller size lenses and that fits well with our molding
technology.
Specialty Product Group. We offer a group of custom specialty optics products and assemblies that take advantage of our unique technologies and capabilities.
These products include custom optical designs, mounted lenses, optical assemblies, and collimator assemblies. Collimator assemblies for applications involving
light detection and ranging, or LIDAR, technology for advanced driver assistance systems and autonomous vehicles, such as forklifts and other automated
warehouse equipment. This continues to be an emerging market with long-term growth potential for us. We also expect growth from medical programs and
commercial optical sub-assemblies.
We design, build, and sell optical assemblies into markets for test and measurement, medical devices, military, industrial, and communications based on our
proprietary technologies. Many of our optical assemblies consist of several products that we manufacture.
In connection with our new strategic direction and the expanding portfolio of products and services, we are evaluating the ways in which we may optimize the
financial reporting of our product groups.
Sales and Marketing
Marketing. Extensive product diversity and varying levels of product maturity characterize the optics industry. Product verticals range from consumer (e.g.,
cameras, cell phones, gaming, and copiers) to industrial (e.g., lasers, data storage, and infrared imaging), from products where the lenses are the central feature
(e.g., telescopes, microscopes, and lens systems) to products incorporating lens components (e.g., 3D printing, machine vision, LIDAR, robotics and
semiconductor production equipment) and communications. As a result, we market our products across a wide variety of customer groups, including laser
systems manufacturers, laser OEMs, infrared-imaging systems vendors, industrial laser tool manufacturers, telecommunications equipment manufacturers,
medical instrumentation manufacturers and industrial measurement equipment manufacturers, government defense agencies, and research institutions
worldwide. Our marketing efforts include a global unification of our messaging with the use of online advertising, branding activities that utilize social media,
our website and considerable direct marketing activities. As our focus shifts from the sale of components and standard products to being the partner for
customized solutions, so do our marketing activities shift from a focus on technical aspects of the components to a focus on best practice use cases, the overall
outcome from our solutions and user benefit. Our market messaging will look to inspire interest and engagement.
Sales Model & Structure. To align the organization to better serve our new solution strategy and for accountability of our key corporate objectives, we have
made a number of organizational changes designed to ensure customer satisfaction and operational efficiency. First, our organizational structure, with the
creation of a product management function, now enables the close coordination of supply with demand to help us leverage the expanded capabilities of our
offerings and coordinate the development efforts of our broad portfolio of products. Second, in June 2020, we hired a Vice President of Global Sales and
Marketing who is transitioning the organization business unit approach to a unified global direct sales team that is standardized on a problem solving, needs
analysis sales process. In the fall of 2020, our direct sales team went through Sandler Training to shift their mindset, empower action and improve
communication techniques. Then, in January 2021, we realigned the sales structure to also include a global business development function that is responsible
for identifying and developing new customers, new market opportunities and association networking to evangelize the brand. In August 2021, we added
technical program managers to better support the transition of our customized customer programs from prototype engineering to full scale manufacturing.
Trade Shows. We display our standard products, new innovation offerings and our overall portfolio of capabilities at a number of trade shows each year
throughout North America, Europe and Asia. As a result of COVID-19, most of these trade shows were either cancelled or modified into virtual online
exchanges. In 2021, we participated in several “virtual shows” including Society of Photographic Instrumentation Engineers Defense and Commercial Sensing
and EPIC Photonics+. In August 2021, we participated in our first “in-person” event of 2021 as part of AUVSI XPONENTIAL held in Atlanta, Georgia that
focused on the emerging technologies supporting autonomous vehicles, drome and robotics. In September 2021, we will exhibit “in-person” at the China
International Optoelectronic Expo (“CIOE”) in Shenzhen. This engagement strategy underscores our directive of broadening our base of customers for
solutions and involvement with emerging markets. These trade shows, even when virtual, which we anticipate will be the norm for the remainder of 2021,
provide us an opportunity to further expand our brand, network to enhance business relationships, and gain valuable insight with technology trends in addition
to target industry direction.
8
Competition
Engineered Solutions
The market for non-captive optical engineered solutions is emerging. As companies such as LightPath begin transitioning their offering from components to
engineered solutions, we compete on several fronts:
●
●
●
Engineered solutions companies. While there are not many, companies such as Excelitas Technologies Corp. and Jenoptik AG offer optical engineered
solutions to the market, with a specific focus on solutions in visible and ultraviolet light bands, and with a vertical industry focus, such as life sciences
and semiconductor systems.
Engineering firms. Though less popular, in some cases customers prefer to work with engineering firms that provide design services, which then the
customer productes or sub-contracts to third-party component manufacturers. Example of such companies are Lighthouse Imaging, LLC, Optikos
Corporation, and Photon Engineering, LLC.
In-house or captive design. The most common approach today is for customers to design the optical system internally by the OEM. This requires
customers to have expertise in optical system and component design capabilities, along with knowledge of the most advanced available technologies,
however limited the scope of their capabilities or the profitability of their solutions may be.
Our key differentiator is our unique technologies that allow us to design better solutions.
PMO Product Group. Our PMO products compete with conventional lenses and optical components manufactured from companies such as Asia Optical Co.,
Inc., Anteryon BV, Rochester Precision Optics, and Sunny Optical Technology (Group) Company Limited. Aspheric lens system manufacturers include
Panasonic Corporation, Alps Electric Co., Ltd., Hoya Corporation, as well as other competitors from China and Taiwan, such as E-Pin Optical Industry Co.,
Ltd., and Kinik Company.
Our aspheric lenses compete with lens systems comprised of multiple conventional lenses. Machined aspheric lenses compete with our molded glass aspheric
lenses. The use of aspheric surfaces provides the optical designer with a powerful tool in correcting spherical aberrations and enhancing performance in state-
of-the-art optical products. However, we believe that our optical design expertise and our flexibility in providing custom high-performance optical components
at a low price are key competitive advantages for us over these competitors. An additional competitive advantage is our ability to switch production between
different facilities in different continents. We do not depend on one facility and are able to move production in and out of China, which creates significant value
by guaranteeing continuity of supply chain and adjusting to customers’ geographical preferences.
Plastic molded aspheres and hybrid plastic/glass aspheric optics, on the other hand, allow for high volume production, but primarily are limited to low-cost
consumer products that do not place a high demand on performance (such as plastic lenses in disposable or mobile phone cameras). Molded plastic aspheres
appear in products that stress cost or weight as their measure of success over performance and durability. Our low-cost structure allows us to compete with
these lenses based on higher performance and durability from our glass lenses at only a small premium in price. We do not compete in the market for plastic
lenses unless a glass substitution presents a viable alternative.
Infrared Product Group. Our infrared optical components compete with optical products produced by Janos Technology LLC, Ophir Optronics Solutions Ltd.
(a subsidiary of MKS Instruments, Inc.), Clear Align, II-VI, Inc. and a variety of Eastern European and Asian manufacturers. Infrared optical components can
be produced using several techniques. Historically, infrared optical components were produced only using traditional fabrication technologies, which later
changed when diamond turning was introduced (a form of advanced CNC for optical materials), and most recently, with the adoption of synthetic chalcogenide
glass, we began to precision mold infrared optical components, by leveraging our years of leadership and expertise in precision molding. Being synthetically
produced, chalcogenide glass, such as our proprietary BD6 material, have an inherently lower cost than crystalline materials such as Germanium. Additionally,
glass such as our BD6 material provides further advantages, including a-thermal behavior, lower weight, and ability to produce high-volumes through precision
molding, something traditional infrared materials cannot achieve, due to their crystal structure. In addition to molding lenses directly into finished form, we also
developed and patented a process to mold large optical elements into near net shape, which offers a significant cost savings for components that cannot be
produced directly from molding. All of this is related in part to our choice to vertically integrate, and produce our own chalcogenide glass, positioning us to
create more technical advantages for our customers, by leveraging and optimizing our glass manufacturing to produce unique materials and better overall
system performance.
We believe that the market shift towards the use of synthetic materials in infrared products represents a significant opportunity for us, and we continue to invest
in further pushing the limits of both molding of infrared components, as well as the glass manufacturing technology and products. We believe this process will
create significant differentiators and value in this industry segment, and will further change the dynamics of this industry segment.
Our molded infrared optics competes with products manufactured by Umicore N.V. (“Umicore”), Rochester Precision Optics, and a number of Asian and
European manufacturers. We believe that leadership in glass molding technologies, our vertical integration by producing our own glass, and our continued
investment in technology development in this area, coupled with our diverse manufacturing flexibility, and our manufacturing facilities located in Asia, Europe
and North America are key advantages over the products manufactured by these competitors.
9
Manufacturing
Facilities. Our manufacturing is largely performed in our combined 38,000 square feet of production facilities in Orlando, Florida (the “Orlando Facility”), in
LPOIZ’s combined 55,000 square feet of production facilities in Zhenjiang, China, and in ISP Latvia’s 23,000 square feet of production facilities in Riga,
Latvia. LPOI sales and support functions occupy a 1,900 square foot facility in Shanghai.
Our Orlando Facility and LPOIZ’s Zhenjiang Facility feature areas for each step of the manufacturing process, including coating work areas, diamond turning,
preform manufacturing and a clean room for precision glass molding and integrated assembly. The Orlando and Zhenjiang Facilities include new product
development laboratories and space that includes development and metrology equipment. The Orlando and Zhenjiang Facilities have anti-reflective and
infrared coating equipment to coat our lenses in-house. ISP Latvia’s Riga Facility includes fully vertically integrated manufacturing processes to produce high
precision infrared lenses and infrared lens assemblies, including crystal growth, CNC grinding, conventional polishing, diamond turning, assemblies and state
of the art metrology. During fiscal 2021, we began adding infrared coating capabilities in the Riga Facility as well.
We are routinely adding additional production equipment at our Orlando, Zhenjiang and Riga Facilities. In fiscal 2021, we added additional space in our Riga
Facility, and also executed a lease agreement for additional space at our Orlando Facility, which we expect to occupy by late fiscal 2022. In addition to adding
additional equipment or space at our manufacturing facilities, we add additional work shifts, as needed, to increase capacity and meet forecasted demand. We
intend to monitor the capacity at our facilities, and will increase such space as needed. We believe our facilities and planned expansions are adequate to
accommodate our needs over the next year.
Production and Equipment. Our Orlando Facility contains glass melting capability for BD6 chalcogenide glass, a manufacturing area for our molded glass
aspheres, multiple anti-reflective and wear resistant coating chambers, diamond turning machines and accompanying metrology equipment offering full scale
diamond turning lens capability, a tooling and machine shop to support new product development, commercial production requirements for our machined parts,
the fabrication of proprietary precision glass molding machines and mold equipment, and a clean room for our molding and assembly workstations and related
metrology equipment.
LPOIZ’s Zhenjiang Facility features precision glass molding manufacturing area, clean room, machine shop, dicing area, and thin film coating chambers for
anti-reflective coatings on both visible and infrared optics and related metrology equipment.
ISP Latvia’s Riga Facility consists of crystal growth, grinding, polishing, diamond turning, quality control departments and a mechanical shop to provide the
departments with the necessary tooling. The crystal growth department is equipped with multiple furnaces to grow water soluble crystals. The grind and polish
department has modern CNC equipment, lens centering and conventional equipment to perform spindle, double sided and continuous polishing operations. The
diamond turning department has numerous diamond turning machines accompanied with the latest metrology tools. During fiscal 2021, we began adding
infrared coating capabilities at the Riga Facility. The quality control department contains numerous inspection stations with various equipment to perform
optical testing of finished optics.
The Orlando, Zhenjiang, and Riga Facilities are ISO 9001:2015 certified. The Zhenjiang Facility is also ISO/TS 1649:2009 automotive certified for
manufacturing of optical lenses and accessories. The Orlando Facility is International Traffic in Arms Regulations (“ITAR”) compliant and registered with the
U.S. Department of State. The Riga Facility has a DSP-5 ITAR license and Technical Assistance Agreement in place that allows this facility to manufacture
items with ITAR requirements.
For more information regarding our facilities, please see Item 2. Properties in this Annual Report on Form 10-K.
Subcontractors and Strategic Alliances. We believe that low-cost manufacturing is crucial to our long-term success. In that regard, we generally use
subcontractors in our production process to accomplish certain processing steps requiring specialized capabilities. For example, we presently use a number of
qualified subcontractors for fabricating, polishing, and coating certain lenses, as necessary. We have taken steps to protect our proprietary methods of repeatable
high-quality manufacturing by patent disclosures and internal trade secret controls.
Suppliers. We utilize a number of glass compositions in manufacturing our molded glass aspheres and lens array products. These glasses or equivalents are
available from a large number of suppliers, including CDGM Glass Company Ltd., Ohara Corporation, and Sumita Optical Glass, Inc. Base optical materials,
used in both infrared glass and collimator products, are manufactured and supplied by a number of optical and glass manufacturers. ISP utilizes major infrared
material suppliers located around the globe for a broad spectrum of infrared crystal and glass. The development of our manufacturing capability for BD6 glass
provides a low-cost internal source for infrared glass. We believe that a satisfactory supply of such production materials will continue to be available, at
reasonable or, in some cases, increased prices, although there can be no assurance in this regard.
10
We also rely on local and regional vendors for component materials and services such as housings, fixtures, chemicals and inert gases, specialty ceramics, UV
and AR coatings, and other specialty coatings. In addition, certain products require external processing, such as anodizing and metallization. To date, we are not
dependent on any of these manufacturers and have found a suitable number of qualified vendors and suppliers for these materials and services.
We currently purchase a few key materials from single or limited sources. We believe that a satisfactory supply of production materials will continue to be
available at competitive prices, although there can be no assurance in this regard.
Intellectual Property
Our policy is to protect our technology by, among other things, patents, trade secret protection, trademarks, and copyrights. We primarily rely upon trade secrets
and unpatented proprietary know-how to protect certain process inventions, lens designs, and innovations. We have taken security measures to protect our trade
secrets and proprietary know-how, to the extent that is reasonable.
We are aggressively pursuing patents for new products that provide new features, capabilities or other advantages to our customers. Over the past two years, we
have been granted two new patents. We also have three remaining patents that relate to the fusing of certain of our lenses that are part of our specialty products
group. These patents expire at various times through 2023. Since January 2021, we have also submitted three new disclosures of invention.
Our means of protecting our proprietary rights may not be adequate and our competitors may independently develop technology or products that are similar to
ours or that compete with ours. Patent, trademark, and trade secret laws afford only limited protection for our technology and products. The laws of many
countries do not protect our proprietary rights to as great an extent as do the laws of the U.S. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to obtain and use information that we regard as proprietary. Third parties may also design around our proprietary rights, which may render
our protected technology and products less valuable, if the design around is favorably received in the marketplace. In addition, if any of our products or
technology is covered by third-party patents or other intellectual property rights, we could be subject to various legal actions. We cannot assure you that our
technology platform and products do not infringe patents held by others or that they will not in the future. Litigation may be necessary to enforce our
intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of
infringement, invalidity, misappropriation, or other claims.
We own several registered and unregistered service marks and trademarks that are used in the marketing and sale of our products. The following table sets forth
our registered and unregistered service marks and trademarks, if registered, the country in which the mark is filed, and the renewal date for such mark.
Mark
Type
Registered
Country
LightPath®
GRADIUM™
Circulight
BLACK DIAMOND
GelTech
Oasis
LightPath®
ISP Optics®
Service mark
Trademark
Trademark
Trademark
Trademark
Trademark
Service mark
Trademark
Yes
Yes
No
No
No
No
Yes
Yes
United States
United States
-
-
-
-
People’s Republic of China
United States
Renewal
Date
October 22, 2022
April 29, 2027
-
-
-
-
September 13, 2025
August 12, 2022
11
Environmental and Governmental Regulation
Currently, emissions and waste from our manufacturing processes are at such low levels that no special environmental permits or licenses are required. In the
future, we may need to obtain special permits for disposal of increased waste by-products. The glass materials we utilize contain some toxic elements in a
stabilized molecular form. However, the high temperature diffusion process results in low-level emissions of such elements in gaseous form. If production
reaches a certain level, we believe that we will be able to efficiently recycle certain of our raw material waste, thereby reducing disposal levels. We believe that
we are presently in compliance with all material federal, state, and local laws and regulations governing our operations and have obtained all material licenses
and permits necessary for the operation of our business.
We also utilize certain chemicals, solvents, and adhesives in our manufacturing process. We believe we maintain all necessary permits and are in full
compliance with all applicable regulations.
To our knowledge, there are currently no U.S. federal, state, or local regulations that restrict the manufacturing and distribution of our products. Certain end-
user applications require government approval of the complete optical system, such as U.S. Food and Drug Administration approval for use in endoscopy. In
these cases, we will generally be involved on a secondary level and our OEM customer will be responsible for the license and approval process.
The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes disclosure requirements regarding the use of “conflict minerals” mined from the
Democratic Republic of Congo and adjoining countries in products, whether or not these products are manufactured by third parties. The conflict minerals
include tin, tantalum, tungsten, and gold, and their derivatives. Pursuant to these requirements, we are required to report on Form SD the procedures we employ
to determine the sourcing of such minerals and metals produced from those minerals. There are costs associated with complying with these disclosure
requirements, including for diligence in regards to the sources of any conflict minerals used in our products, in addition to the cost of remediation and other
changes to products, processes, or sources of supply as a consequence of such verification activities. In addition, the implementation of these rules could
adversely affect the sourcing, supply, and pricing of materials used in our products. We strive to only use suppliers that source from conflict-free smelters and
refiners; however, in the future, we may face difficulties in gathering information regarding our suppliers and the source of any such conflict minerals.
Concentration of Customer Risk
In fiscal 2021, we had sales to three customers that comprised an aggregate of approximately 38% of our annual revenue with one customer at 18% of our sales,
another customer at 10% of our sales, and the third customer at 10% of our sales. In fiscal 2020, we had sales to three customers that comprised an aggregate of
approximately 31% of our annual revenue with one customer at 15% of our sales, another customer at 10% of our sales, and the third customer at 6% of our
sales. The loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect our revenues and profits. We continue
to diversify our business in order to minimize our sales concentration risk.
In fiscal 2021, 68% of our net revenue was derived from sales outside of the U.S., with 95% of our foreign sales derived from customers in Europe and Asia. In
fiscal 2020, 66% of our net revenue was derived from sales outside of the U.S., with 96% of our foreign sales derived from customers in Europe and Asia.
12
Employees
As of June 30, 2021, we had 361 employees, of which 353 were full-time equivalent employees, with 122 in the U.S., including 119 located in Orlando, Florida
and 3 working remotely from various locations, 101 located in Riga, Latvia, and 138 located in Jiading and Zhenjiang, China. Of our 353 full-time equivalent
employees, we have 28 employees engaged in management, administrative, and clerical functions, 35 employees in new product development, 13 employees in
sales and marketing, and 277 employees in production and quality control functions. Any employee additions or terminations over the next twelve months will
be dependent upon the actual sales levels realized during fiscal 2022. We have used and will continue utilizing part-time help, including interns, temporary
employment agencies, and outside consultants, where appropriate, to qualify prospective employees and to ramp up production as required from time to time.
Our employees working in China are represented by a labor union.
Item 1A. Risk Factors.
The following is a discussion of the primary factors that may affect the operations and/or financial performance of our business. Refer to the section entitled
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for an additional
discussion of these and other related factors that affect our operations and/or financial performance.
Risks Related to Our Business and Financial Results
Our business, results of operations, financial condition, cash flows, and the stock price of our Class A common stock can be adversely affected by
pandemics, epidemics, or other public health emergencies, such as the recent outbreak of COVID-19. Our business, results of operations financial condition,
cash flows, and the stock price of our Class A common stock can be adversely affected by pandemics, epidemics, or other public health emergencies, such as
the recent global outbreak of COVID-19. In March 2020, the World Health Organization (the “WHO”) declared COVID-19 as a pandemic. The COVID-19
pandemic resulted in governments around the world implementing measures to help control the spread of the virus, including “stay at home” orders, travel
restrictions, business curtailments, school closures, and other measures. These restrictions significantly impacted economic conditions in the U.S. in 2020 and
continued into 2021. Beginning in the spring of 2021, we have seen some restrictions lift as vaccines have become more available.
We are considered an “essential business,” as a critical supplier to both the medical and defense industries. To date, we have continued to operate our
manufacturing facilities consistent with government guidelines and state and local orders; however, the outbreak of COVID-19 and any preventive or protective
actions taken by governmental authorities may have a material adverse effect on our operations, supply chain, customers, and transportation networks,
including business shutdown or disruptions. The extent to which COVID-19 may adversely impact our business depends on future developments, which are
highly uncertain and unpredictable, depends upon the severity and duration of the outbreak and the effectiveness of actions taken globally to contain or mitigate
its effect. Any resulting financial impact cannot be estimated reasonably at this time, but may materially adversely affect our business, results of operations,
financial condition, and cash flows. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business due to any
resulting economic recession or depression. Additionally, concerns over the economic impact of COVID-19 have caused extreme volatility in financial and
other capital markets, which has and may continue to adversely impact our stock price and our ability to access capital markets. To the extent the COVID-19
pandemic may adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this Annual
Report on Form 10-K.
We have a history of losses. We reported a net loss of $3.2 million for fiscal 2021, and although we reported net income of $0.9 million for fiscal 2020, we
incurred a net loss of $2.7 million for fiscal 2019. Prior to fiscal 2019, we reported net income of $1.1 million and $7.7 million for fiscal 2018 and 2017,
respectively, but we have a history of losses prior to fiscal 2016. As of June 30, 2021, we had an accumulated deficit of approximately $200.2 million. We may
incur losses in the future if we do not achieve sufficient revenue to maintain profitability, or if we continue to incur unusual costs. We expect revenue to grow
by generating additional sales through promotion of our infrared products and continued cost reduction efforts across all product groups, but we cannot
guarantee such improvement or growth.
Factors which could adversely affect our future profitability, include, but are not limited to, a decline in revenue either due to lower sales unit volumes or
decreasing selling prices, or both, our ability to order supplies from vendors, which, in turn, affects our ability to manufacture our products, and slow payments
from our customers on accounts receivable.
Any failure to maintain profitability would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our
financial condition, and could cause the value of our Class A common stock to decline.
13
We are dependent on a few key customers, and the loss of any key customer could cause a significant decline in our revenues. In fiscal 2021, we had sales
to three customers that comprised an aggregate of approximately 38% of our annual revenue, with one customer at 18% of our sales, another customer at 10%
of our sales, and the third customer at 10% of our sales. We believe the third customer has lost a significant bid that could affect our sales in the next two
quarters. In fiscal 2020, we had sales to three customers that comprised an aggregate of approximately 31% of our annual revenue with one customer at 15% of
our sales, another customer at 10% of our sales, and the third customer at 6% of our sales. Our current strategy of providing the domain expertise and the
extensive “know how” in optical design, fabrication, production and testing technologies will allow our customers to focus on their own development efforts,
without needing to develop subject matter expertise in optics. By providing the bridge into the optical solution world, we partner with our customers on a long
term basis, create value to our customers, and capture that value through the long-term supply relationships we develop. However the loss of any of these
customers, or a significant reduction in sales to any such customer, would adversely affect our revenues.
We may be affected by political and other risks as a result of our sales to international customers and/or our sourcing of materials from international
suppliers. In fiscal 2021, 68% of our net revenue was derived from sales outside of the U.S., with 95% of our foreign sales derived from customers in Europe
and Asia. In fiscal 2020, 66% of our net revenue was derived from sales outside of the U.S., with 96% of our foreign sales derived from customers in Europe
and Asia. Our international sales will be limited, and may even decline, if we cannot establish relationships with new international distributors, maintain
relationships with our existing international distributions, maintain and expand our foreign operations, expand international sales, and develop relationships
with international service providers. Additionally, our international sales may be adversely affected if international economies weaken. We are subject to the
following risks, among others:
● greater difficulty in accounts receivable collection and longer collection periods;
● potentially different pricing environments and longer sales cycles;
●
the impact of recessions in economies outside the U.S.;
● unexpected changes in foreign regulatory requirements;
●
●
●
●
the burdens of complying with a wide variety of foreign laws and different legal standards;
certification requirements;
reduced protection for intellectual property rights in some countries;
difficulties in managing the staffing of international operations, including labor unrest and current and changing regulatory
environments;
potentially adverse tax consequences, including the complexities of foreign value-added tax systems, restrictions on the repatriation of
earnings, and changes in tax rates;
● price controls and exchange controls;
● government embargoes or foreign trade restrictions;
●
imposition of duties and tariffs and other trade barriers;
●
import and export controls;
●
transportation delays and interruptions;
●
terrorist attacks and security concerns in general; and
● political, social, economic instability and disruptions.
●
14
As a U.S. corporation with international operations, we are subject to the U.S. Foreign Corrupt Practices Act and other similar foreign anti-corruption
laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial
measures, and legal expenses, which could adversely affect our business, financial condition, and results of operations. Our operations are subject to anti-
corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), and other foreign anti-corruption laws that apply in countries where we do
business. The FCPA and these other laws generally prohibit us and our employees and intermediaries from offering, promising, authorizing or making payments
to government officials or other persons to obtain or retain business or gain some other business advantage. In addition, we cannot predict the nature, scope, or
effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or
interpreted. Operations outside of the U.S. may be affected by changes in trade production laws, policies, and measures, and other regulatory requirements
affecting trade and investment.
We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of
Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities,
including applicable export control regulations, economic sanctions on countries and persons, customs, requirements, currency exchange regulations, and
transfer pricing regulations (collectively, the “Trade Control Laws”).
Despite our compliance programs, there can be no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption
laws, including the FCPA or other legal requirements, or Trade Control Laws. If we are not in compliance with the FCPA and other foreign anti-corruption laws
or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement, and other sanctions and remedial measures, and legal expenses, which
could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of
the FCPA, other anti-corruption laws, or Trade Control Laws by the U.S. or foreign authorities could also have an adverse impact on our reputation, business,
financial condition, and results of operations.
If the custodians or authorized users of our controlling non-tangible assets, including corporate chops and seals of our Chinese subsidiaries, fail to fulfill
their responsibilities or misappropriate or misuse those assets, our business and operations could be materially and adversely affected. In China, a company
chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Under law of the People’s
Republic of China, legal documents for corporate transactions, including contracts and leases that our business relies upon, are executed using “corporate
chops,” which are instruments that contain either the official seal of the signing entity or the signature of a legal representative whose designation is registered
and filed with the State Administration for Industry and Commerce, or SAIC.
Our Chinese subsidiaries, LPOI and LPOIZ, generally execute legal documents with corporate chops. One or more of our corporate chops may be used to,
among other things, execute commercial sales or purchase contracts, procurement contracts and office leases, open bank accounts, issue checks and to issue
invoices. We have controls in place over access to and use of the chops. However, we cannot assure you that unauthorized access to or use of those chops can
be prevented. Our designated employees who hold the corporate chops could abuse their authority by, for example, binding us to contracts against our interests
or intentions, which could result in economic harm, disruption or our operations or other damages to them as a result of any contractual obligations, or resulting
disputes, that might arise. If the party contracting with us asserted that we did not act in good faith under such circumstances, then we could incur costs to
nullify such contracts. Such corporate or legal action could involve significant time and resources, while distracting management from our operations. In
addition, we may not be able to recover corporate assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee
relies on the apparent authority of the representative and acts in good faith.
If a designated employee uses a chop in an effort to obtain control over one or more of our Chinese subsidiaries, we would need to take legal action to seek the
return of the applicable chop(s), apply for a new chop(s) with the relevant authorities, or otherwise seek legal redress for the violation of their duties. During
any period where we lose effective control of the corporate activities of one or more of our Chinese subsidiaries as a result of such misuse or misappropriation,
the business activities of the affected entity could be disrupted and we could lose the economic benefits of that aspect of our business. To the extent those chops
are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of these entities could be severely and adversely
compromised and the operations of those entities could be significantly and adversely impacted.
International tariffs, including tariffs applied to goods traded between the U.S. and China, could materially and adversely affect our business and results of
operations. In recent years, the U.S. government took certain actions that led to, and may lead to, further changes to U.S. and international trade policies,
including the imposition of tariffs affecting certain products exported by a number of U.S. trading partners, including China. The institution of trade tariffs both
globally and between the U.S. and China specifically carries the risk of negatively impacting China’s overall economic condition, which could have negative
repercussions for us. Furthermore, imposition of tariffs could cause a decrease in the sales of our products to customers located in China or other customers
selling to Chinese end users, which would directly impact our business.
15
It remains unclear how tax or trade policies, tariffs, or trade relations may change or evolve under the new U.S. Presidential Administration. Perceived or actual
changes in U.S. trade policy could trigger retaliatory actions by affected countries, which could impose restrictions on our ability to do business in or with
affected countries or prohibit, reduce, or discourage purchases of our products by foreign customers, leading to increased costs of products that contain our
components, increased costs of manufacturing our products, and higher prices of our products in foreign markets. Changes in, and responses to, U.S. trade
policy could reduce the competitiveness of our products and cause our sales and revenues to drop, which could materially and adversely impact our business
and results of operations.
Tariffs had a negative impact on our cost of sales beginning late in fiscal 2019. As a result, we implemented a number of strategies to mitigate the current and,
hopefully, future impact of tariffs. These strategies mitigated the impact of tariffs beginning in the second quarter of fiscal 2020 and continued through fiscal
2021. However, given the uncertainty regarding the scope and duration of the effective and proposed tariffs, as well as the potential for additional trade actions
by the U.S. or other countries in the future, any future impact on our operations and financial results is uncertain and these impacts could be more significant
than those we experienced in fiscal 2020. Further, we can provide no assurance that the strategies we implemented to mitigate the impact of such tariffs or other
trade actions will continue to be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade
actions, our business, financial condition, and results of operations may be materially adversely affected.
Our future growth is partially dependent on our market penetration efforts. Our future growth is partially dependent on our market penetration efforts, which
include diversifying our sales and offering to provide complete optical solutions such as assemblies to existing and other markets. While we believe we are able
to provide such engineered solutions, we anticipate the need to gain the customer’s trust in providing more than the optical component, a process that can
sometimes take months, if not years. Expansion of our product lines and sales into new markets will require significant investment in equipment, facilities, and
materials. There can be no assurance that any proposed products will be successfully developed, demonstrate desirable optical performance, be capable of being
produced in commercial quantities at reasonable costs, or be successfully marketed.
We rely, in large part, on key business and sales relationships for the successful commercialization of our products, which, if not developed or maintained,
will have an adverse impact on achieving market awareness and acceptance and will result in a loss of business opportunities. To achieve wide market
awareness and acceptance of our products and technologies, as part of our business strategy, we will attempt to enter into a variety of business relationships
with other companies that will incorporate our technologies into their products and/or market products based on our technologies. The successful
commercialization of our products and technologies will depend in part on our ability to meet obligations under contracts with respect to the products and
related development requirements. The failure of these business relationships will limit the commercialization of our products and technologies, which will
have an adverse impact on our business development and our ability to generate revenues.
If we do not expand our sales and marketing organization, our revenues may not increase. The sale of our products requires prolonged sales and marketing
efforts targeted at several key departments within our prospective customers’ organizations and often involves our executives, personnel, and specialized
systems and applications engineers working together. Currently, our direct sales and marketing organization is somewhat limited. We believe we will need to
continue to strengthen our sales and marketing organization in order to increase market awareness and sales of our products. There is significant competition for
qualified personnel, and we might not be able to hire the kind and number of sales and marketing personnel and applications engineers we need. If we are
unable to continue to expand our sales operations globally, we may not be able to continue to increase market awareness or sales of our products, which would
adversely affect our revenues, results of operations, and financial condition.
If we are unable to develop and successfully introduce new and enhanced products that meet the needs of our customers, our business may not be
successful. Our future success depends, in part, on our ability to anticipate our customers’ needs and develop products that address those needs. Introduction of
new products and product enhancements will require that we effectively transfer production processes from research and development to manufacturing, and
coordinate our efforts with the efforts of our suppliers to rapidly achieve efficient volume production. If we fail to effectively transfer production processes,
develop product enhancements, or introduce new products that meet the needs of our customers as scheduled, our net revenues may decline, which would
adversely affect our results of operations and financial condition.
If we are unable to effectively compete, our business and operating results could be negatively affected. We face substantial competition in the optical
markets in which we operate. Many of our competitors are large public and private companies that have longer operating histories and significantly greater
financial, technical, marketing, and other resources than we have. As a result, these competitors are able to devote greater resources than we can to the
development, promotion, sale, and support of their products. In addition, the market capitalization and cash reserves of several of our competitors are much
larger than ours, and, as a result, these competitors are better positioned than we are to exploit markets, develop new technologies, and acquire other companies
in order to gain new technologies or products. We also compete with manufacturers of conventional spherical lens products and aspherical lens products,
producers of optical quality glass, and other developers of gradient lens technology, as well as telecommunications product manufacturers. In both the optical
lens and communications markets, we are competing against, among others, established international companies, especially in Asia. Many of these companies
also are primary customers for optical and communication components, and, therefore, have significant control over certain markets for our products. There can
be no assurance that existing or new competitors will not develop technologies that are superior to or more commercially acceptable than our existing and
planned technologies and products or that competition in our industry will not lead to reduced prices for our products. If we are unable to successfully compete
with existing companies and new entrants to the markets we compete in, our business, results of operations, and financial condition could be adversely affected.
16
We anticipate further reductions in the average selling prices of some of our products over time, and, therefore, must increase our sales volumes, reduce
our costs, and/or introduce higher margin products to reach and maintain consistent profitable results. We have experienced decreases in the average selling
prices of some of our products over the last ten years, including most of our passive component products. We anticipate that as certain products in the optical
component and module market become more commodity-like, the average selling prices of our products will decrease in response to competitive pricing
pressures, new product introductions by us or our competitors, or other factors. We attempt to offset anticipated decreases in our average selling prices by
increasing our sales volumes and/or changing our product mix. If we are unable to offset anticipated future decreases in our average selling prices by increasing
our sales volumes or changing our product mix, our net revenues and gross margins will decline, increasing the projected cash needed to fund operations. To
address these pricing pressures, we must develop and introduce new products and product enhancements that will generate higher margins, continue to reduce
costs, and/or change our product mix in order to generate higher margins. If we cannot maintain or improve our gross margins, our financial position, and
results of operations may be harmed.
Because of our limited product offerings, our ability to generate additional revenues may be limited without additional growth. We organized our business
based on three product groups: PMOs, infrared products, and specialty products. In fiscal 2021, sales of PMO products represented approximately 41% of our
net revenues, sales of infrared products represented approximately 55% of our net revenues, and sales of specialty products represented 4% of our revenues. In
the future, we expect growth in both our PMO and infrared product groups. Continued and expanding market acceptance of these products, particularly our
BD6-based infrared products, is critical to our future success. There can be no assurance that our current or new products will achieve market acceptance at the
rate at which we expect, or at all, which could adversely affect our results of operations and financial condition.
We may need additional capital to sustain our operations in the future, and may need to seek further financing, which we may not be able to obtain on
acceptable terms or at all, which could affect our ability to implement our business strategies. We have limited capital resources. Our operations have
historically been largely funded from the proceeds of equity financings with some level of debt financing as well as cash flow from operations. In recent years
we have generated sufficient capital to fund our operations and necessary investments. Accordingly, in future years, we anticipate only requiring additional
capital to support acquisitions that would further expand our business and product lines. We may not be able to obtain additional financing when we need it on
terms acceptable to us, or at all.
Our future capital needs will depend on numerous factors including: (i) profitability; (ii) the release of competitive products by our competition; (iii) the level of
our investment in research and development; and (iv) the amount of our capital expenditures, including equipment and acquisitions. We cannot assure you that
we will be able to obtain capital in the future to meet our needs. If we are unable to raise capital when needed, our business, financial condition, and results of
operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.
Litigation may adversely affect our business, financial condition, and results of operations. From time to time in the normal course of business operations,
we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if
changes to our business operations are required. The cost to defend such litigation may be significant and is subject to inherent uncertainties. Insurance may not
be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. There also may be adverse publicity with litigation that
could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. An
adverse result in any such matter could adversely impact our operating results or financial condition. Additionally, any litigation to which we are subject could
also require significant involvement of our senior management and may divert management’s attention from our business and operations.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We execute all foreign sales
from our U.S.-based facilities and inter-company transactions in U.S. dollars in order to partially mitigate the impact of foreign currency fluctuations. However,
a portion of our international revenues and expenses are denominated in foreign currencies. Accordingly, we experience the risks of fluctuating currencies and
corresponding exchange rates. In fiscal years 2021 and 2020, we recognized net losses of approximately $1,000 and $214,000 on foreign currency transactions,
respectively. Any such fluctuations that result in a less favorable exchange rate could adversely affect a portion of our revenues and expenses, which could
negatively impact our results of operations and financial condition.
We also source certain raw materials from outside the U.S. Some of those materials, priced in non-dollar currencies, fluctuate in price due to the value of the
U.S. dollar against non-dollar-pegged currencies, especially the Euro and Renminbi. As the dollar strengthens, this increases our margins and helps with our
ability to reach positive cash flow and profitability. If the strength of the U.S. dollar decreases, the cost of foreign sourced materials could increase, which
would adversely affect our financial condition and results of operations. If the Euro or Renminbi currencies were to trend unfavorably against the U.S. dollar on
a long-term basis, then we would seek to rebalance our strategic materials sourcing.
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A significant portion of our cash is generated and held outside of the U.S. The risks of maintaining significant cash abroad could adversely affect our cash
flows and financial results. During fiscal 2021, greater than 50% of our cash was held abroad. Historically, we generally considered unremitted earnings of our
subsidiaries operating outside of the U.S. to be indefinitely reinvested. During fiscal 2020, we began declaring intercompany dividends to remit a portion of the
earnings of our foreign subsidiaries to us. Remaining cash held outside of the U.S. is primarily used for the ongoing operations of the business in the locations
in which the cash is held. Certain countries, such as China, have monetary laws that limit our ability to utilize cash resources in China for operations in other
countries. Before any funds can be repatriated, the retained earnings of the legal entity must equal at least 50% of its registered capital. Based on retained
earnings as of December 31, 2020, the end of the most recent statutory tax year, LPOIZ had approximately $5.6 million available for repatriation and LPOI did
not have any earnings available for repatriation. This limitation may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries
and may adversely affect our liquidity. Further, since repatriation of such cash is subject to limitations and may be subject to significant taxation, we cannot be
certain that we will be able to repatriate such cash on favorable terms or in a timely manner. If we incur operating losses and/or require cash that is held in
international accounts for use in our operations based in the U.S., a failure to repatriate such cash in a timely and cost-effective manner could adversely affect
our business and financial results.
Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the
uncertainty surrounding their potential effects, could adversely affect our results of operations and the price of our Class A common stock. The U.S. Tax
Cuts and Jobs Act of 2017 (the “TCJA”) was approved by the U.S. Congress on December 20, 2017 and signed into law on December 22, 2017. This
legislation made significant changes to the U.S. Internal Revenue Code of 1986, as amended (the “IRC”). Such changes include a reduction in the corporate tax
rate from 35% to 21%, limitation on the deductibility of interest expense and performance-based incentive compensation, and implementation of a modified
territorial tax system, including a provision that requires companies to include their global intangible low-taxed income and its effect on our U.S. taxable
income (effectively, non-U.S. income in excess of a deemed return on tangible assets of non-U.S. corporations), among other changes.
In addition, the TCJA requires complex computations to be performed that were not previously required in U.S. tax law, significant judgments to be made in
interpretation of the provisions of the TCJA and significant estimates in calculations, and the preparation and analysis of information not previously relevant or
regularly produced. Implementation of the TCJA required us to calculate a one-time transition tax on certain foreign earnings and profits (“foreign E&P”) that
had not been previously repatriated. During fiscal 2018, we provisionally determined our foreign E&P inclusion, and anticipated that we would not owe any
one-time transition tax due to the utilization of U.S. net operating loss (“NOL”) carryforward benefits against these earnings. During fiscal 2019, we completed
our analysis of the TCJA, and although we did not owe any one-time transition tax, the deferred tax asset related to our NOL carryforwards decreased by
approximately $202,000. This amount is offset by our valuation allowance for a net impact of zero to our income tax provision.
The TCJA may also impact our repatriation strategies in the future. Foreign governments may enact tax laws in response to the TCJA that could result in further
changes to global taxation and materially affect our financial position and results of operations. The uncertainty surrounding the effect of the reforms on our
financial results and business could also weaken confidence among investors in our financial condition. This could, in turn, have a materially adverse effect on
the price of our Class A common stock.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law, which, among other things, is intended
to provide emergency assistance to qualifying businesses and individuals. The CARES Act also suspends the limitation on the deduction of NOLs arising in
taxable years beginning before January 1, 2021, permits a five-year carryback of NOLs arising in taxable years beginning after December 31, 2017 and before
January 1, 2021, and generally modifies the limitation on the deduction for net interest expense to 50% of adjusted taxable income for taxable years beginning
in 2019 and 2020. During fiscal 2020, as a result of the CARES Act, the Company was able to accelerate the recovery of an income tax receivable related to
previously paid alternative minimum tax. The receivable amount of approximately $107,000 as of June 30, 2020 was collected in July 2020. In addition, the
Company elected to utilize the payroll tax deferral under the CARES Act, resulting in cash savings of approximately $325,000, accrued as of June 30, 2021 and
deferred until at least December 31, 2021. While we may receive further financial, tax, or other relief and other benefits under and as a result of the CARES
Act, it is not possible to estimate at this time the availability, extent, or impact of any such relief.
Further, our worldwide operations subject us to the jurisdiction of a number of taxing authorities. The income earned in these various jurisdictions is taxed on
differing basis, including net income actually earned, net income deemed earned, and revenue-based tax withholding. The final determination of our income tax
liabilities involves the interpretation of local tax laws, tax treaties, and related authorities in each jurisdiction, as well as the use of estimates and assumptions
regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. Changes in or
interpretations of tax law and currency/repatriation control could impact the determination of our income tax liabilities for a tax year, which, in turn, could have
a materially adverse effect on our financial condition and results of operations. For example, President Biden has proposed various changes to existing U.S. tax
laws, including increasing the corporate income tax rate and increasing the income tax rate on certain earnings of foreign subsidiaries, which if enacted could
have a material impact on our business, results of operations, financial condition, and cash flows.
18
Our future success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel. Our future success largely
depends upon the continued services of our key executive officers, management team, and other engineering, sales, marketing, manufacturing, and support
personnel. If one or more of our key employees are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at
all. Additionally, we may incur additional expenses to recruit and retain new key employees. If any of our key employees joins a competitor or forms a
competing company, we may lose some or a significant portion of our customers. Because of these factors, the loss of the services of any of these key
employees could adversely affect our business, financial condition, and results of operations.
Our continuing ability to attract and retain highly qualified personnel will also be critical to our success because we will need to hire and retain additional
personnel to support our business strategy. We expect to continue to hire selectively in the manufacturing, engineering, sales and marketing, and administrative
functions to the extent consistent with our business levels and to further our business strategy. We face significant competition for skilled personnel in our
industry. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, we
may not be able to effectively manage or grow our business, which could adversely affect our financial condition or business.
We depend on single or limited source suppliers for some of the key materials or process steps in our products, making us susceptible to supply shortages,
poor performance, or price fluctuations. We currently purchase several key materials, or have outside vendors perform process steps, such as lens coatings,
used in or during the manufacture of our products from single or limited source suppliers. We may fail to obtain required materials or services in a timely
manner in the future, or could experience delays as a result of evaluating and testing the products or services of potential alternative suppliers. The decline in
demand in the telecommunications equipment industry may have adversely impacted the financial condition of certain of our suppliers, some of whom have
limited financial resources. We have in the past, and may in the future, be required to provide advance payments in order to secure key materials from
financially limited suppliers. Financial or other difficulties faced by these suppliers could limit the availability of key components or materials. For example,
increasing labor costs in China has increased the risk of bankruptcy for suppliers with operations in China, and has led to higher manufacturing costs for us and
the need to identify alternate suppliers. Additionally, financial difficulties could impair our ability to recover advances made to these suppliers. Any interruption
or delay in the supply of any of these materials or services, or the inability to obtain these materials or services from alternate sources at acceptable prices and
within a reasonable amount of time, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders,
thereby negatively affecting our business, financial condition, and results of operation.
We face product liability risks, which could adversely affect our business. The sale of our optical products involves the inherent risk of product liability claims
by others. We do not currently maintain product liability insurance coverage. Product liability insurance is expensive, subject to various coverage exclusions,
and may not be obtainable on terms acceptable to us if we decide to procure such insurance in the future. Moreover, the amount and scope of any coverage may
be inadequate to protect us in the event that a product liability claim is successfully asserted. If a claim is asserted and successfully litigated by an adverse party,
our financial position and results of operations could be adversely affected.
Business interruptions could adversely affect our business. We manufacture our products at manufacturing facilities located in Orlando, Florida, Riga, Latvia,
and Zhenjiang, China. Our revenues are dependent upon the continued operation of these facilities. The Orlando Facility is subject to two leases, one that
expires in November 2022 and the other in November 2032. The Riga Facility is subject to two leases, one that expires in December 2022 and the other in
December 2025, and the Zhenjiang Facility is subject to three leases that expire in December 2021, April 2022, and June 2022. Our operations are vulnerable to
interruption by fire, hurricane winds and rain, earthquakes, electric power loss, telecommunications failure, and other events beyond our control. We do not
have detailed disaster recovery plans for our facilities and we do not have a backup facility, other than our other facilities, or contractual arrangements with any
other manufacturers in the event of a casualty to or destruction of any facility or if any facility ceases to be available to us for any other reason. If we are
required to rebuild or relocate either of our manufacturing facilities, a substantial investment in improvements and equipment would be necessary. We carry
only a limited amount of business interruption insurance, which may not sufficiently compensate us for losses that may occur.
Our facilities may be subject to electrical blackouts as a consequence of a shortage of available electrical power. We currently do not have backup generators or
alternate sources of power in the event of a blackout. If blackouts interrupt our power supply, we would be temporarily unable to continue operations at such
facility.
Any losses or damages incurred by us as a result of blackouts, rebuilding, relocation, or other business interruptions, could result in a significant delay or
reduction in manufacturing and production capabilities, impair our reputation, harm our ability to retain existing customers and to obtain new customers, and
could result in reduced sales, lost revenue, increased costs and/or loss of market share, any of which could substantially harm our business and our results of
operations.
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Our failure to accurately forecast material requirements could cause us to incur additional costs, have excess inventories, or have insufficient materials to
manufacture our products. Our material requirements forecasts are based on actual or anticipated product orders. It is very important that we accurately predict
both the demand for our products and the lead times required to obtain the necessary materials. Lead times for materials that we order vary significantly and
depend on factors, such as specific supplier requirements, the size of the order, contract terms, and the market demand for the materials at any given time. If we
overestimate our material requirements, we may have excess inventory, which would increase our costs. If we underestimate our material requirements, we may
have inadequate inventory, which could interrupt our manufacturing and delay delivery of our products to our customers. Any of these occurrences would
negatively impact our results of operations. Additionally, in order to avoid excess material inventories, we may incur cancellation charges associated with
modifying existing purchase orders with our vendors, which, depending on the magnitude of such cancellation charges, may adversely affect our results of
operations.
If we do not achieve acceptable manufacturing yields our operating results could suffer. The manufacture of our products involves complex and precise
processes. Our manufacturing costs for several products are relatively fixed, and, thus, manufacturing yields are critical to the success of our business and our
results of operations. Changes in our manufacturing processes or those of our suppliers could significantly reduce our manufacturing yields. In addition, we
may experience manufacturing delays and reduced manufacturing yields upon introducing new products to our manufacturing lines. The occurrence of
unacceptable manufacturing yields or product yields could adversely affect our financial condition and results of operations.
If our customers do not qualify our manufacturing lines for volume shipments, our operating results could suffer. Our manufacturing lines have passed our
qualification standards, as well as our technical standards. However, our customers may also require that our manufacturing lines pass their specific
qualification standards, and that we be registered under international quality standards, beyond our ISO 9001:2015 certification. This customer qualification
process determines whether our manufacturing lines meet the customers’ quality, performance, and reliability standards. Generally, customers do not purchase
our products, other than limited numbers of evaluation units, prior to qualification of the manufacturing line for volume production. We may be unable to obtain
customer qualification of our manufacturing lines or we may experience delays in obtaining customer qualification of our manufacturing lines. If there are
delays in the qualification of our products or manufacturing lines, our customers may drop the product from a long-term supply program, which would result in
significant lost revenue opportunity over the term of each such customer’s supply program, or our customers may purchase from other manufacturers. The
inability to obtain customer qualification of our manufacturing lines, or the delay in obtaining such qualification, could adversely affect our financial condition
and results of operations.
Our business could suffer as a result of the United Kingdom’s decision to end its membership in the European Union. In January 2020, the United Kingdom
and the European Union entered into a withdrawal agreement pursuant to which the United Kingdom formally withdrew from the European Union on January
31, 2020 (generally referred to as “BREXIT”). Following such withdrawal, the United Kingdom entered into a transition period scheduled to end on December
31, 2020. Effective May 1, 2021, the United Kingdom and the European Union struck a bilateral trade and cooperation deal governing the future relationship
between the United Kingdom and the European Union. However, there remains uncertainties and risks to our business related to Brexit and the new relationship
between the United Kingdom and European Union, which will continue to be developed and defined, as well as any resulting political and economic instability
created by Brexit. The political and economic impact of Brexit has caused and may continue to cause significant volatility in global markets as well as greater
restrictions on imports and exports between the United Kingdom and European Union countries, a fluctuation in currency exchange rates, and increased
regulatory complexities. The impact of the withdrawal of the United Kingdom may adversely affect business activity, political stability, and economic
conditions in the United Kingdom, the European Union, and elsewhere. Such developments and their ultimate impact, or the perception that any of these
developments are likely to occur, could have a material adverse effect on economic growth or business activity in the United Kingdom, the Eurozone ,or the
European Union, and could result in the relocation of businesses, cause business interruptions, lead to economic recession or depression, inhibit the growth of
the European economy, cause greater volatility in all of the global currencies that we currently use to transact business and impact the stability of the financial
markets, availability of credit, political systems or financial institutions, and the financial and monetary system. Such developments could have a material
adverse effect on our business, financial position, liquidity and results of operations.
Risks Related To Our Intellectual Property
If we are unable to protect and enforce our intellectual property rights, we may be unable to compete effectively. We believe that our intellectual property
rights are important to our success and our competitive position, and we rely on a combination of patent, copyright, trademark, and trade secret laws and
restrictions on disclosure to protect our intellectual property rights. Although we have devoted substantial resources to the establishment and protection of our
intellectual property rights, the actions taken by us may be inadequate to prevent imitation or improper use of our products by others or to prevent others from
claiming violations of their intellectual property rights by us.
In addition, we cannot assure that, in the future, our patent applications will be approved, that any patents that may be issued will protect our intellectual
property, or that third parties will not challenge any issued patents. Other parties may independently develop similar or competing technology or design around
any patents that may be issued to us. We also rely on confidentiality procedures and contractual provisions with our employees, consultants, and corporate
partners to protect our proprietary rights, but we cannot assure the compliance by such parties with their confidentiality obligations, which could be very time
consuming, expensive, and difficult to enforce.
It may be necessary to litigate to enforce our patents, copyrights, and other intellectual property rights, to protect our trade secrets, to determine the validity of
and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Such litigation can be time consuming, distracting to
management, expensive, and difficult to predict. Our failure to protect or enforce our intellectual property could have an adverse effect on our business,
financial condition, prospects, and results of operation.
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We do not have patent protection for our formulas and processes, and a loss of ownership of any of our formulas and processes would negatively impact
our business. We believe that we own our formulas and processes. However, we have not sought, and do not intend to seek, patent protection for all of our
formulas and processes. Instead, we rely on the complexity of our formulas and processes, trade secrecy laws, and employee confidentiality agreements.
However, we cannot assure you that other companies will not acquire our confidential information or trade secrets or will not independently develop equivalent
or superior products or technology and obtain patent or similar rights. Although we believe that our formulas and processes have been independently developed
and do not infringe the patents or rights of others, a variety of components of our processes could infringe existing or future patents, in which event we may be
required to modify our processes or obtain a license. We cannot assure you that we will be able to do so in a timely manner or upon acceptable terms and
conditions and the failure to do either of the foregoing would negatively affect our business, results of operations, financial condition, and cash flows.
We may not be able to protect our intellectual property rights throughout the world. Filing, prosecuting, and defending patents or establishing other
intellectual property rights in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside
the U.S. can be less extensive than those in the U.S. or non-existent. Further, many companies have encountered significant problems in protecting and
defending intellectual property rights in foreign jurisdictions. The legal systems of some countries do not favor the enforcement of patents and other intellectual
property protection, which could make it difficult for us to stop the infringement of our patents or misappropriation of our intellectual property rights generally.
Proceedings to enforce our patent and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and
attention from other aspects of our business, could put our patents or intellectual property rights at risk of being invalidated or interpreted narrowly and our
patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the
damages or other remedies awarded, if any, may not be commercially meaningful. We believe that we have adequate protections in place with respect to our
intellectual property; however, we cannot provide any assurances that such protections will be sufficient in the future. Any infringement or misappropriations of
our patents and intellectual property rights would adversely affect our business, results of operations, financial condition, and cash flows.
We may become involved in intellectual property disputes and litigation, which could adversely affect our business. We anticipate, based on the size and
sophistication of our competitors and the history of rapid technological advances in our industry that several competitors may have patent applications in
progress in the U.S. or in foreign countries that, if issued, could relate to products similar to ours. If such patents were to be issued, the patent holders or
licensees may assert infringement claims against us or claim that we have violated other intellectual property rights. These claims and any resulting lawsuits, if
successful, could subject us to significant liability for damages and invalidate our proprietary rights. The lawsuits, regardless of their merits, could be time-
consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation could also force us to do
one or more of the following, any of which could harm our business and adversely affect our financial condition and results of operations:
●
●
●
stop selling, incorporating or using our products that use the disputed intellectual property;
obtain from third parties a license to sell or use the disputed technology, which license may not be available on reasonable terms, or at
all; or
redesign our products that use the disputed intellectual property.
Item 2. Properties.
Our properties consist primarily of leased office and manufacturing facilities. Our corporate headquarters are located in Orlando, Florida and our manufacturing
facilities are primarily located in Zhenjiang, China and Riga, Latvia. We also have a sales, marketing, and administrative office in Shanghai, China. The
following schedule presents the approximate square footage of our offices and facilities as of June 30, 2021:
Location
Orlando, Florida
Riga, Latvia
Zhenjiang, China
Shanghai, China
Square Feet
65,000
29,000
55,000
1,900
Commitment and Use
Leased; 4 suites used for corporate headquarters offices, manufacturing, and research and development
Leased; 3 suites used for administrative offices, manufacturing and crystal growing
Leased; 1 building used for manufacturing, and 1 floor of 1 building used for manufacturing
Leased; 1 office suite used for sales, marketing and administrative offices
Our territorial sales personnel maintain an office from their homes to serve their geographical territories.
For additional information regarding our facilities, please see Item 1. Business in this Annual Report on Form 10-K. For additional information regarding
leases, see Note 13, Lease Commitments, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K.
Item 3. Legal Proceedings.
From time to time, we are involved in various legal actions arising in the normal course of business. We currently have no material legal proceeding to which
we are a party to or to which our property is subject to and, to the best of our knowledge, no material adverse legal activity is anticipated or threatened.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
PART II
Market Information
Our Class A common stock is traded on the Nasdaq Capital Market under the symbol “LPTH”.
Holders
As of August 31, 2021, we estimate there were approximately 199 holders of record and approximately 17,951 street name holders of our Class A common
stock.
Dividends
We have never declared or paid any cash dividends on our Class A common stock and do not intend to pay any cash dividends in the foreseeable future. We
currently intend to retain all future earnings in order to finance the operation and expansion of our business. In addition, the payment of dividends, if any, in the
future, will depend on our earnings, capital requirements, financial conditions, and other relevant factors.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our
consolidated financial statements and the accompanying notes.
The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and
intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the
beginning of this Annual Report on Form 10-K regarding forward-looking statements.
The following discussions also include use of the non-GAAP term “gross margin,” as well as other non-GAAP measures discussed in more detail under the
heading “Non-GAAP Financial Measures.” Gross margin is determined by deducting the cost of sales from operating revenue. Cost of sales includes
manufacturing direct and indirect labor, materials, services, fixed costs for rent, utilities and depreciation, and variable overhead. Gross margin should not be
considered an alternative to operating income or net income, both of which are determined in accordance with GAAP. We believe that gross margin, although a
non-GAAP financial measure, is useful and meaningful to investors as a basis for making investment decisions. It provides investors with information that
demonstrates our cost structure and provides funds for our total costs and expenses. We use gross margin in measuring the performance of our business and
have historically analyzed and reported gross margin information publicly. Other companies may calculate gross margin in a different manner.
Potential Impact of COVID-19
In March 2020, the WHO declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 has spread throughout
world, including the United States, and continues to spread as additional variants emerge. As a result of the COVID-19 pandemic, our employees at our
facilities in China, Latvia, and the U.S. were subject to stay-at-home orders during a portion of fiscal 2021, which restrictions have been lifted as of the date of
this Annual Report on Form 10-K. In addition to stay-at-home orders, many jurisdictions also implemented socially distancing and other restrictions and
measures to slow the spread of COVID-19. These restrictions significantly impacted economic conditions in the U.S. in 2020 and continued into 2021.
Beginning in the spring of 2021, we have seen some restrictions lift as vaccines have become more available. Despite these stay-at-home orders and other
measures and restrictions implemented in the areas in which we operate, as a critical supplier to both the medical and defense industries, we were deemed to be
an essential business; thus, regardless of the stay-at-home orders, our workforce was permitted to work from our facilities and our business operations have
generally continued to operate as normal. Nonetheless, despite the lifting of these stay-at-home orders, out of concern for our workforce, our U.S.- and Latvia-
based non-manufacturing employees have continued to work remotely to some extent. In the case of our manufacturing staff in the United States, China, and
Latvia, we have staggered shifts to reduce contact within shifts and between different shifts, where possible, and have minimized interaction and physical
proximity between employees working within the same building. To date, we have not seen any significant direct financial impact of COVID-19 to our
business. However, the COVID-19 pandemic continues to impact economic conditions, which could impact the short-term and long-term demand from our
customers and, therefore, has the potential to negatively impact our results of operations, cash flows, and financial position in the future. Management is
actively monitoring this situation and any impact on our financial condition, liquidity, and results of operations. However, given the daily evolution of the
COVID-19 pandemic and the global responses to curb its spread, we are not presently able to estimate the effects of the COVID-19 pandemic on our future
results of operations, financial, or liquidity in fiscal 2022 or beyond.
22
Effect of Certain Events Occurring at Our Chinese Subsidiaries
In April 2021, we terminated several employees of our China subsidiaries, LPOIZ and LPOI, including the General Manager, the Sales Manager, and the
Engineering Manager, after determining that they had engaged in malfeasance and conduct adverse to our interests, including efforts to misappropriate certain
of our proprietary technology, diverting sales to entities owned or controlled by these former employees and other suspected acts of fraud, theft and
embezzlement. In connection with such terminations, our China subsidiaries have engaged in certain legal proceedings with the terminated employees.
We have incurred various expenses associated with our investigation into these matters prior and subsequent to the termination of the employees and the
associated legal proceedings. These expenses, which included legal, consulting and other transitional management fees, totaled $718,000 during the year ended
June 30, 2021. Such expenses were recorded as “Selling, general and administrative” expenses in the accompanying Consolidated Statement of Comprehensive
Income (Loss).
We also identified a further potential liability in the amount of $210,000, which we may incur in the future due to the actions of these employees. This amount
has been accrued as of June 30, 2021, pending further investigation, and included in “Other Expense, net” in the accompanying Consolidated Statement of
Comprehensive Income (Loss).
Knowing that employee transitions in international subsidiaries can lead to lengthy legal proceedings that can interrupt the subsidiary’s ability to operate,
compounded by the fact that our officers could not travel to China to oversee the transitions because of the travel restrictions imposed by COVID-19, we chose
to enter into severance agreements with certain of the employees at the time of termination. Pursuant to the severance agreements, LPOIZ and LPOI agreed to
pay such employees severance of approximately $485,000 in the aggregate, to be paid over a six-month period. After the execution of the severance
agreements, we discovered additional wrongdoing by the terminated employees. As a result, LPOIZ and LPOI have not yet paid the severance payments and
have disputed the employees' rights to such payment. However, based on the likelihood that the courts in China will determine that our subsidiaries will
ultimately be obligated to pay these amounts, we have accrued for these payments as of June 30, 2021, and such expenses were recorded as “Selling, general
and administrative” expenses in the accompanying Consolidated Statement of Comprehensive Income (Loss).
We have transitioned the management of LPOI and LPOIZ to a new management team without any significant detrimental effects on their ability to operate. We
do not expect any material adverse impact to the business operations of LPOI or LPOIZ as a result of the transition.
We expect to incur additional legal fees and consulting expenses in future periods as we continue to pursue our legal options and remedies; however, such
future fees are expected to be at lower levels than have been incurred to date.
Although we have taken steps to minimize the business impacts from the termination of the local management employees and transition to new management
personnel, we experienced some short-term adverse impacts on LPOIZ’s and LPOI’s domestic sales in China and results of operations in the three-month period
ended June 30, 2021, which we anticipate may continue for the next one to two quarters. We have not experienced, nor do we anticipate, any material adverse
impact on LPOIZ’s or LPOI’s production and supply of products to LightPath for LightPath's customers.
Results of Operations
Operating Results for Fiscal Year Ended June 30, 2021 compared to the Fiscal Year Ended June 30, 2020:
Revenues:
Revenue for fiscal 2021 was approximately $38.5 million, an increase of 10%, as compared to $35.0 million in fiscal 2020. Revenue generated by infrared
products was approximately $21.0 million in fiscal 2021, an increase of 16%, as compared to the prior fiscal year. The increase in revenue is attributed to
increases in sales of both molded and diamond-turned infrared products to customers in the industrial market, including a key customer with an annual supply
agreement, which agreement was renewed for a higher dollar value during fiscal 2021. Industrial applications, firefighting cameras, and other public safety
applications continue to be the primary drivers of the increased demand for infrared products, including thermal imaging assemblies. More recently, we have
seen an increase in demand for medical and temperature sensing applications, such as fever detection. Demand for temperature sensing applications have been
accelerated by COVID-19, and although the demand has leveled off since the initial spike, it remains elevated.
23
Revenue generated by PMO products was approximately $15.9 million for fiscal 2021, an increase of 8%, as compared to the prior fiscal year. The increase in
revenue is primarily attributed to a significant increase in sales through catalog and distribution channels, which were negatively impacted during the second
half of fiscal 2020 due to the impact of COVID-19 on colleges and universities. This increase was partially offset by a decrease in sales to customers in the
telecommunications market, for which orders began to slow down in the second half of fiscal 2021. We believe this slowdown to be temporary; however, we
expect it to continue for at least two more quarters, as customers align their inventory levels to the next phase of their 5G rollout.
Revenue generated by specialty products was approximately $1.6 million in fiscal 2021, a decrease of approximately 29% as compared to fiscal 2020. This
decrease is primarily due to NRE project revenue as well as sales of certain legacy specialty products in fiscal 2020 not recurring in fiscal 2021. NRE revenue is
project based and the timing of any such projects is wholly dependent on our customers and their project activity.
Cost of Sales and Gross Margin:
Gross margin for fiscal 2021 was approximately $13.4 million, a decrease of 3%, as compared to approximately $13.8 million in fiscal 2020. Total cost of sales
was approximately $25.0 million for fiscal 2021, compared to $21.1 million for fiscal 2020, an increase of 18%. Gross margin as a percentage of revenue was
35% for fiscal 2021, compared to 40% for the prior fiscal year. Margins for PMO products have generally been strong, although the decrease in sales for the
fourth quarter of fiscal 2021, as compared to the fourth quarter of fiscal 2020, resulted in some inefficiencies due to under-utilized capacity. However, margins
for our infrared products have been below our target levels. During fiscal 2021, we began high-volume delivery of several key infrared OEM projects, which
orders consisted of products with both our molded as well as diamond turned BD6 material. As is typical of scaling new products into volume production, we
experienced a number of technical challenges, both related to the fabrication of the components, as well as some of the value-added activities such as coating
and assembly. While such early-stage problems are common, we expect to resolve the issues, improve production yields and elevate the products to their target
gross margin levels.
Selling, General and Administrative:
For fiscal 2021, Selling, General and Administrative (“SG&A”) costs were approximately $12.0 million, an increase of approximately $3.0 million, or 34%, as
compared to the prior fiscal year. SG&A for fiscal 2021 included the following non-recurring expenses: (i) $1.2 million of expenses associated with the
previously described events that occurred at our Chinese subsidiaries, including severance, legal and consulting fees, (ii) approximately $400,000 of additional
compensation to our former Chief Executive Officer, as previously disclosed in the Current Report on Form 8-K filed with the SEC on November 18, 2020, and
(iii) approximately $150,000 of additional stock compensation recorded as certain RSUs vested upon the retirement of two directors. The remaining increase of
$1.3 million is due to an increase in recruiting costs associated with the changes to our executive leadership team, as well as an increase in outside consulting
services for projects related to operational improvements, and an increase in personnel-related costs associated with filling key positions.
New Product Development:
New product development costs were approximately $2.2 million in fiscal 2021, an increase of approximately 26%, as compared to approximately $1.7 million
in the prior fiscal year. This increase was primarily due to the addition of engineering employees and outside services in order to support the demand for optical
design.
Other Expense:
Interest expense was approximately $215,000 for fiscal 2021, compared to approximately $339,000 in the prior fiscal year. The decrease in interest expense is
due to lower interest rates and a 17% reduction in our total debt, including finance lease obligations, and excluding operating lease liabilities, as of June 30,
2021, as compared to the end of the prior fiscal year.
Other expense, net, was approximately $194,000 in for fiscal 2021, compared to approximately $175,000 for fiscal 2020. Net losses on foreign exchange
transactions were lower for fiscal 2021, however fiscal 2021 also includes expenses of $210,000 that we accrued, pending further investigation, related to the
previously described events that occurred at our Chinese subsidiaries. We execute all foreign sales from our U.S. facilities and inter-company transactions in
U.S. dollars, partially mitigating the impact of foreign currency fluctuations. Assets and liabilities denominated in non-United States currencies, primarily the
Chinese Yuan and Euro, are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of
exchange for the year. During fiscal 2021, we incurred net foreign currency transaction losses of approximately $1,000, compared to $214,000 for fiscal 2020.
Income Taxes:
During the fiscal 2021, we recorded income tax expense of approximately $934,000, compared to approximately $764,000 in fiscal 2020, primarily related to
income taxes from our operations in China. Income taxes for fiscal 2021 and 2020 also included Chinese withholding taxes of $500,000 and $200,000,
respectively, associated with intercompany dividends declared by LPOIZ, payable to us as the parent company. While this repatriation transaction resulted in
some additional Chinese withholding taxes, LPOIZ currently qualifies for a reduced Chinese income tax rate; therefore, the total tax on those earnings was still
below the normal income tax rate. The remaining income tax provision for fiscal 2021 resulted from an increase in the valuation allowance on our U.S.
deferred tax assets. Please refer to Note 9, Income Taxes, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for
additional information related to each of our tax jurisdictions.
24
Net Income (Loss):
Net loss for fiscal 2021 was approximately $3.2 million, or $0.12 basic and diluted loss per share, compared to net income of approximately $867,000, or $0.03
basic and diluted earnings per share, for fiscal 2020. The decrease in net income for fiscal 2021, as compared to fiscal 2020, is primarily attributable to a $4.0
million decrease in operating income resulting from lower gross margin, and higher operating expenses, including the aforementioned $2.0 million of SG&A
and Other expenses related to expenses incurred in connection with the previously described events that occurred at our Chinese subsidiaries, the payment of
additional compensation to our former Chief Executive Officer, and additional stock compensation as a result of the retirement of two of our directors. Non-
operating items include a favorable difference in foreign exchange gains and losses of approximately $213,000, and an unfavorable difference of approximately
$170,000 in the provision for income taxes.
Weighted-average common stock shares outstanding were 26,314,025 for both basic and diluted in fiscal 2021, compared to 25,853,419 and 27,469,845 basic
and diluted, respectively, in fiscal 2020. The increase in the weighted-average basic common shares was due to the issuance of shares of Class A common stock
(i) under the 2014 ESPP, (ii) upon the exercises of stock options, and (iii) underlying vested RSUs. Potential dilutive common stock equivalents were excluded
from the calculation of diluted shares for fiscal 2021, as their effects would have been anti-dilutive due to the net loss in that period.
Liquidity and Capital Resources
At June 30, 2021, we had working capital of approximately $12.3 million and total cash and cash equivalents of approximately $6.8 million. Greater than 50%
of our total cash and cash equivalents was held by our foreign subsidiaries in China and Latvia. Cash and cash equivalents held by our foreign subsidiaries in
China and Latvia were generated in-country as a result of foreign earnings. Historically, we considered unremitted earnings held by our foreign subsidiaries to
be permanently reinvested. However, during fiscal 2020, we began declaring intercompany dividends to remit a portion of the earnings of our foreign
subsidiaries to us, as the U.S. parent company. It is still our intent to reinvest a significant portion of earnings generated by our foreign subsidiaries, however we
also plan to repatriate a portion of their earnings.
In China, before any funds can be repatriated, the retained earnings of the legal entity must equal at least 50% of the registered capital. During fiscal 2021 and
2020, we repatriated approximately $4 million and $2 million, respectively, from LPOIZ. Based on retained earnings as of December 31, 2020, the end of the
prior statutory tax year, LPOIZ had an additional $5.6 million available and LPOI did not have any earnings available for repatriation. Based on our previous
intent, we had not historically provided for future Chinese withholding taxes on the related earnings. However, during fiscal 2020 we began to accrue for these
taxes on the portion of earnings that we intend to repatriate.
Loans payable as of June 30, 2021 consisted of the term loan in the original principal amount of approximately $5.8 million (the “BankUnited Term Loan”)
issued in favor of BankUnited, N.A. (“BankUnited”) and an equipment loan with a third party. Details of the loans are as follows:
BankUnited Loans
On February 26, 2019, we entered into the Loan Agreement (the “Loan Agreement”) with BankUnited for the BankUnited Term Loan, a revolving line of credit
up to a maximum amount of $2 million (the “BankUnited Revolving Line”), and a non-revolving guidance line of credit up to a maximum amount of $10
million (the “Guidance Line” and together with the BankUnited Revolving Line and BankUnited Term Loan, the “BankUnited Loans”). On May 6, 2019, we
entered into that certain First Amendment to Loan Agreement, effective February 26, 2019, with BankUnited (the “Amendment” and, together with the Loan
Agreement, the “Amended Loan Agreement”). On September 9, 2021, we entered into a letter agreement with BankUnited (the “Letter Agreement”). The
Letter Agreement: (i) reduces the fixed charge coverage ratio to 1.0 for the quarter ending September 30, 2021 and to 1.1 for the quarter ended December 31,
2021; (ii) modifies the calculation for both the fixed charge coverage ratio and the total leverage ratio to provide for adjustments related to expenses incurred in
connection with the events at LPOI and LPOIZ, which expenses must be approved by BankUnited; (iii) terminates the Guidance Line; and (iv) requires
approval from BankUnited prior to our being able to draw upon the Revolving Line, subject to our compliance with the fixed charge coverage ratio for the
quarters ending September 30, 2021 and December 31, 2021. The Letter Agreement also granted us a waiver of default arising prior to the Letter Agreement for
our failure to comply with the fixed charge coverage ratio measured on June 30, 2021. Based on the waiver, we are no longer in default of the Amended Loan
Agreement. Finally, in connection with the Letter Agreement, we paid BankUnited a fee equal to $10,000.
Our obligations under the Amended Loan Agreement are collateralized by a first priority security interest (subject to permitted liens) in all of our assets and the
assets of our U.S. subsidiaries, GelTech, Inc. (“GelTech”) and ISP, pursuant to a Security Agreement granted by GelTech, ISP, and us in favor of BankUnited.
Our equity interests in, and the assets of, our foreign subsidiaries are excluded from the security interest.
BankUnited Revolving Line
Amounts borrowed under the BankUnited Revolving Line may be repaid and re-borrowed at any time prior to February 26, 2022, at which time all amounts
will be immediately due and payable. Pursuant to the Letter Agreement, advances from the BankUnited Revolving Line will require specific lender approval,
which will not be granted in the absence of compliance with all applicable covenants, as amended. The advances under the BankUnited Revolving Line bear
interest, on the outstanding daily balance, at a per annum rate equal to 2.75% above the 30-day LIBOR. Interest payments are due and payable, in arrears, on
the first day of each month. There were no amounts outstanding under the BankUnited Revolving Line as of June 30, 2021.
25
BankUnited Term Loan
Pursuant to the Amended Loan Agreement, BankUnited advanced us $5,813,500 to satisfy in full the amounts owed to our previous lender for financing related
to the acquisition of ISP, and to pay the fees and expenses incurred in connection with closing of the BankUnited Loans. The BankUnited Term Loan is for a 5-
year term, but co-terminus with the BankUnited Revolving Line should the BankUnited Revolving Line not be renewed beyond February 22, 2022.
Management expects the BankUnited Revolving Line to be renewed. The BankUnited Term Loan bears interest at a per annum rate equal to 2.75% above the
30-day LIBOR. Equal monthly principal payments of $48,445.83, plus accrued interest, are due and payable, in arrears, on the first day of each month during
the term. Upon maturity, all principal and interest shall be immediately due and payable. As of June 30, 2021, the applicable interest rate was 2.84% and the
outstanding balance on the BankUnited Term Loan was approximately $4.5 million.
Guidance Line
Prior to the Letter Agreement, the Amended Loan Agreement provided that BankUnited, in its sole discretion, could make loan advances to us under the
Guidance Line up to a maximum aggregate principal amount outstanding not to exceed $10,000,000, which proceeds could have been used for capital
expenditures and approved business acquisitions. Such advances were required to be in minimum amounts of $1,000,000 for acquisitions and $500,000 for
capital expenditures, and would have been limited to 80% of cost or as otherwise determined by BankUnited. Amounts borrowed under the Guidance Line
could not be re-borrowed. The advances under the Guidance Line would bear interest, on the outstanding daily balance, at a per annum rate equal to 2.75%
above the 30-day LIBOR. Interest payments would be due and payable, in arrears, on the first day of each month. On each anniversary of the Amended Loan
Agreement, monthly principal payments would become payable, amortized based on a ten-year term. There were no amounts outstanding under the Guidance
Line at June 30, 2021. The Guidance Line was terminated after the end of fiscal 2021 in accordance with the Letter Agreement.
General Terms
The Amended Loan Agreement contains customary covenants, including, but not limited to certain financial covenants. Generally, we must maintain a fixed
charge coverage ratio of 1.25 to 1.00 and a total leverage ratio of 4.00 to 1.00. The Letter Agreement granted us a waiver of default arising prior to the Letter
Agreement from our failure to comply with the fixed charge coverage ratio measured on June 30, 2021. Based on the waiver, we are no longer in default of the
Amended Loan Agreement. As of June 30, 2021, we were in compliance with all other covenants.
Equipment Loan
In December 2020, ISP Latvia entered into an equipment loan with a third party (the “Equipment Loan”), which party is also a significant customer. The
Equipment Loan is subordinate to the BankUnited Loans and is collateralized by certain equipment. The initial advance under the Equipment Loan was 225,000
EUR (or USD $275,000), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for equipment to be
delivered at a future date. The Equipment Loan bears interest at a fixed rate of 3.3%. An additional 225,000 EUR (or USD $275,000) is expected to be drawn
when the final payment is due to the vendor for the equipment.
For additional information regarding the BankUnited Loans and the Equipment Loan, see Note 17, Loans Payable, to the Notes to the Consolidated Financial
Statements to this Annual Report on Form 10-K.
We believe we have adequate financial resources to sustain our current operations in the coming year. We have established milestones that will be tracked to
ensure that as funds are expended we are achieving results before additional funds are committed. We anticipate sales growth in future years, primarily from
the engineered solutions we plan to focus on.
We generally rely on cash from operations and equity and debt offerings, to the extent available, to satisfy our liquidity needs and to maintain our ability to
repay the BankUnited Term Loan and Equipment Loan. There are a number of factors that could result in the need to raise additional funds, including a decline
in revenue or a lack of anticipated sales growth, increased material costs, increased labor costs, planned production efficiency improvements not being realized,
increases in property, casualty, benefit and liability insurance premiums, and increases in other costs. We will also continue efforts to keep costs under control
as we seek renewed sales growth. Our efforts are directed toward generating positive cash flow and profitability. If these efforts are not successful, we may need
to raise additional capital. Should capital not be available to us at reasonable terms, other actions may become necessary in addition to cost control measures
and continued efforts to increase sales. These actions may include exploring strategic options for the sale of the Company, the sale of certain product lines, the
creation of joint ventures or strategic alliances under which we will pursue business opportunities, the creation of licensing arrangements with respect to our
technology, or other alternatives.
Cash Flows – Operating:
Cash flow provided by operations was approximately $4.7 million for fiscal 2021, compared to approximately $3.7 million for fiscal 2020. The increase in cash
flow from operations is primarily due to improved receivables and inventory management, despite the increase in sales compared to the prior fiscal year. In
addition, accounts payable and accrued liabilities increased in fiscal 2021, as compared to fiscal 2020, primarily due to the previously described events that
occurred at our Chinese subsidiaries, for which certain expenses have been incurred but not yet paid.
We anticipate continued improvement in our cash flows provided by operations in future years, as we continue to focus on managing our receivables, payables
and inventory, while continuing to grow our sales and improve gross margins, with moderate increases in general, administrative, sales and marketing and new
product development costs.
26
Cash Flows – Investing:
During fiscal 2021, we expended approximately $3.2 million for capital equipment, as compared to approximately $2.4 million during fiscal 2020. Our capital
expenditures during fiscal 2021 were primarily related to the continued expansion of our infrared coating capacity as well as increasing our lens pressing and
dicing capacity to meet current and forecasted demand. During fiscal 2020, our capital expenditures were primarily related to continued expansion of our
infrared glass capacity, increasing coating capacity and capabilities, and adding press capacity.
Cash Flows – Financings:
Net cash used in financing activities was approximately $843,000 in fiscal 2021, compared to $622,000 in fiscal 2020. Cash used in financing activities for
fiscal 2021 reflects approximately $1.3 million in principal payments on our loans and finance leases, offset by proceeds of approximately $275,000 from the
Equipment Loan, and approximately $173,000 in proceeds from the exercise of stock options and from the sale of Class A common stock under the 2014 ESPP.
Cash used in financing activities for fiscal 2020 reflects approximately $1.1 million in principal payments on our loans and finance leases, offset by proceeds of
approximately $400,000 from the BankUnited Revolving Line, and approximately $47,000 in proceeds from the exercise of stock options and from the sale of
Class A common stock under the 2014 ESPP.
We anticipate a similar level of capital expenditures during fiscal 2022; however, the total amount expended will depend on sales growth opportunities and
other circumstances.
How We Operate:
We have continuing sales of two basic types: sales via ad-hoc purchase orders of mostly standard product configurations (our “turns” business) and the more
challenging and potentially more rewarding business of customer product development. In this latter type of business, we work with customers to help them
determine optical specifications and even create certain optical designs for them, including complex multi-component designs that we call “engineered
solutions.” This is followed by “sampling” small numbers of the product for the customers’ test and evaluation. Thereafter, should a customer conclude that our
specification or design is the best solution to their product need; we negotiate and “win” a contract (sometimes called a “design win”) – whether of a “blanket
purchase order” type or a supply agreement. The strategy is to create an annuity revenue stream that makes the best use of our production capacity, as compared
to the turns business, which is unpredictable and uneven. This annuity revenue stream can also generate low-cost, high-volume type orders. A key business
objective is to convert as much of our business to the design win and annuity model as is possible. We face several challenges in doing so:
●
●
●
Maintaining an optical design and new product sampling capability, including a high-quality and responsive optical design engineering staff;
The fact that as our customers take products of this nature into higher volume, commercial production (for example, in the case of molded
optics, this may be volumes over one million pieces per year) they begin to work seriously to reduce costs – which often leads them to turn to
larger or overseas producers, even if sacrificing quality; and
Our small business mass means that we can only offer a moderate amount of total productive capacity before we reach financial constraints
imposed by the need to make additional capital expenditures – in other words, because of our limited cash resources and cash flow, we may
not be able to service every opportunity that presents itself in our markets without arranging for such additional capital expenditures.
Despite these challenges to winning more “annuity” business, we nevertheless believe we can be successful in procuring this business because of our unique
capabilities in optical design engineering that we make available on the merchant market, a market that we believe is underserved in this area of service
offering. Additionally, we believe that we offer value to some customers as a source of supply in the U.S. should they be unwilling to commit to purchase their
supply of a critical component from foreign merchant production sources. For information regarding revenue recognition related to our various revenue
streams, refer to Critical Accounting Policies and Estimates in this Annual Report on Form 10-K.
27
Our Key Performance Indicators:
Usually on a weekly basis, management reviews several performance indicators. Some of these indicators are qualitative and others are quantitative. These
indicators change from time to time as the opportunities and challenges in the business change. They are mostly non-financial indicators, such as units of
shippable output by product line, production yield rates by major product line, and the output and yield data from significant intermediary manufacturing
processes that support the production of the finished shippable product. These indicators can be used to calculate such other related indicators as fully yielded
unit production per-shift, which varies by the product and our state of automation in production of that product at any given time. Higher unit production per
shift means lower unit cost, and, therefore, improved margins or improved ability to compete, where desirable, for price sensitive customer applications. The
data from these reports is used to determine tactical operating actions and changes. We believe that our non-financial production indicators, such as those noted,
are proprietary information.
Financial indicators that are usually reviewed at the same time include the major elements of the micro-level business cycle:
●
●
●
●
●
sales backlog;
revenue dollars and units by product group;
inventory levels;
accounts receivable levels and quality; and
other key indicators.
These indicators are similarly used to determine tactical operating actions and changes and are discussed in more detail below. Management will evaluate these
key indicators as we transition to our new strategic plan to determine whether any changes or updates to our key indicators are warranted.
Sales Backlog:
We believe our sales growth has been and continues to be our best indicator of success. Our best view into the efficacy of our sales efforts is in our “order
book.” Our order book equates to sales “backlog.” It has a quantitative and a qualitative aspect: quantitatively, our backlog’s prospective dollar value and
qualitatively, what percent of the backlog is scheduled by the customer for date-certain delivery. Historically, we evaluated our backlog on a 12-month basis,
which examined orders required by a customer for delivery within a one-year period. To better align with our strategic focus on longer-term customer orders
and relationships, beginning in fiscal 2021, management began evaluating our total backlog, which includes all firm orders requested by a customer that are
reasonably believed to remain in the backlog and be converted into revenues. This includes customer purchase orders and may include amounts under supply
contracts if they meet the aforementioned criteria. Generally, a higher total backlog is better for us.
Our total backlog remained near the same level as the prior fiscal year, while we also increased our sales by 10%, compared to the prior year, maintaining our
strong booking performance. Our total backlog as of June 30, 2021 was approximately $21.3 million, compared to $21.9 million as of June 30, 2020. Backlog
growth rates for fiscal 2021 and 2020 are as follows:
Quarter
Total Backlog ($ 000)
Change From Prior Year End
Change From Prior Quarter
End
Q1 2020
Q2 2020
Q3 2020
Q4 2020
Q1 2021
Q2 2021
Q3 2021
Q4 2021
$
$
$
$
$
$
$
$
16,567
22,559
22,772
21,908
20,866
23,835
19,498
21,329
-9%
24%
26%
21%
-5%
9%
-11%
-3%
-9%
36%
1%
-4%
-5%
14%
-18%
9%
The increase in our total backlog from the first quarter to the second quarter of both fiscal 2021 and 2020 was largely due to the renewal of a large annual
contract during the second quarter of the respective fiscal year, which we began shipping against during the third quarter of the respective fiscal year. The
timing of this renewal is similar to the prior fiscal year. The timing of other annual and multi-year contract renewals may vary, and may substantially increase
backlog levels at the time the orders are received, and backlog will subsequently be drawn down as shipments are made against these orders.
28
We continue to experience a growing demand for infrared products used in the industrial, defense and first responder sectors. Demand for infrared products
continues to be fueled by interest in lenses made with our new BD6 material. We expect to maintain moderate growth in our visible PMO product group by
continuing to diversify and offer new applications, with a cost competitive structure; however, we believe that the terminations of certain of our employees at
our China subsidiaries, LPOIZ and LPOI, and transition to new management personnel, could adversely impact the domestic sales in China of these
subsidiaries over the next one to two quarters, which would affect potential growth in our PMO lens business for that period. Our former employees, including
management personnel, maintained relationships with certain of our customers in China and we expect that until our new employees establishes relationships
with these customers, of which there can be no assurance, domestic sales in China may be adversely impacted.
Revenue Dollars and Units by Product Group:
The following table sets forth revenue dollars and units by our three product groups for the three and twelve months ended June 30, 2021 and 2020:
(unaudited)
Three Months EndedJune 30,
Year Ended June 30,
2021
2020
2021
2020
Quarter
Year-to-date
% Change % Change
Revenue
PMO
Infrared Products
Specialty Products
Total revenue
Units
PMO
Infrared Products
Specialty Products
Total units
$ 2,941,270 $ 3,893,162 $ 15,882,189 $ 14,639,687
4,975,947 4,793,246 20,971,080 18,052,856
420,732 1,611,552 2,275,420
$ 8,332,316 $ 9,107,140 $ 38,464,821 $ 34,967,963
415,099
323,404 1,050,668 3,139,774 3,198,672
384,344
122,127
41,443
8,901
454,432 1,208,738 3,752,317 3,624,459
150,194
7,876
579,563
32,980
-24%
4%
-1%
-9%
-69%
-19%
13%
-62%
8%
16%
-29%
10%
-2%
51%
-20%
4%
Three months ended June 30, 2021 compared to three months ended June 30, 2020
Our revenue decreased by 9% in the fourth quarter of fiscal 2021, as compared to the same quarter of the prior fiscal year, primarily as a result of a decrease in
demand for PMO products, partially offset by a slight increase in sales of infrared products.
Revenue from the PMO product group for the fourth quarter of fiscal 2021 was $2.9 million, a decrease of 24%, as compared to the same quarter of the prior
fiscal year. The decrease in revenue is primarily attributed to decreases in sales to customers in the telecommunications market, partially offset by an increase in
sales through our catalog and distribution channels. The increase in catalog and distribution sales reflects a recovery from the initial impact of COVID-19 on
colleges and universities. Sales of PMO units decreased by 69%, as compared to the prior year period, however, average selling prices increased 145%. The
increase in average selling prices is due to a significant decrease in telecommunications products unit sales, which typically have higher volumes and lower
average selling prices. The unit volume for telecommunications products decreased by approximately 93% as compared to the prior year period due to a
slowdown in orders, which we believe will continue for at least two more quarters, as customers align their inventory levels to the next phase of their 5G
rollout.
Revenue generated by the infrared product group for the fourth quarter of fiscal 2021 was $5.0 million, an increase of 4%, as compared to same quarter of the
prior fiscal year. The increase in revenue is primarily driven by sales diamond-turned infrared products, while sales of BD6-based molded infrared products
decreased. The increase in sales of diamond-turned infrared products was primarily due to the timing of order shipments against a large-volume annual contract,
for which shipments were lower in the fourth quarter of the prior fiscal year. Demand for BD6-based infrared products has leveled off, particularly for
temperature sensing applications, demand for which was previously accelerated by COVID-19. Demand for industrial applications, firefighting and other public
safety applications continues to be strong. Molded infrared products are higher in volume and lower in average selling prices than diamond-turned infrared
products. Due to the lower mix of molded infrared products sold during the fourth quarter of fiscal 2021, sales of infrared units decreased by 19%, as compared
to the prior year period, and average selling prices increased 28%.
Our specialty products revenue decreased by 1%, as compared to the same period of the prior fiscal year, and represented 5% of total revenue for both the
fourth quarters of fiscal 2021 and 2020.
29
Year ended June 30, 2021 compared to year ended June 30, 2020
Our revenue increased by approximately $3.5 million, or 10%, for fiscal 2021, as compared to fiscal 2020, with increases in both infrared and PMO product
sales.
Revenue from the PMO product group increased for fiscal 2021 was $15.9 million, an increase of 8%, as compared to fiscal 2020. The increase in revenue is
primarily attributed to a significant increase in sales through catalog and distribution channels, which were down during the second half of fiscal 2020 due to
the impact of COVID-19 on colleges and universities. This increase was partially offset by a decrease in sales to customers in the telecommunications market,
for which orders began to slow down in the second half of fiscal 2021. We believe this slowdown to be temporary, however we expect it to continue for at least
two more quarters, as customers align their inventory levels to the next phase of their 5G rollout. Sales of PMO units decreased by 2%, as compared to the prior
fiscal year, however, average selling prices increased 11%, due to the decrease in telecommunications products sales, which typically have higher volumes and
lower average selling prices. The unit volume for telecommunications products decreased by 4%, as compared to the prior fiscal year.
Revenue generated by the infrared product group for fiscal 2021 was $21.0 million, an increase of approximately 16%, as compared to the prior fiscal year. The
increase in revenue is attributed to increases in sales of both molded and diamond-turned infrared products to customers in the industrial market, including a
key customer with an annual supply agreement which was renewed for a higher amount during fiscal 2021. During fiscal 2021, sales of infrared units increased
by 51%, as compared to the prior year period, and average selling prices decreased 23%. The increase in units and decrease in average selling prices are driven
by an increase in sales of molded infrared products, including products made with our new BD6 material, which are higher in volume and lower in prices than
diamond-turned infrared products. Industrial applications, firefighting cameras, and other public safety applications continue to be the primary drivers of the
increased demand for infrared products, including thermal imaging assemblies. During fiscal 2021, we saw an increase in demand for medical and temperature
sensing applications, such as fever detection. Demand for temperature sensing applications was accelerated by COVID-19, and although the demand has
leveled off since the initial spike, it remains elevated.
In fiscal 2021, our specialty products revenue decreased by $664,000, or 29%, as compared to prior fiscal year, primarily due to NRE project revenue as well as
sales of certain legacy specialty products in fiscal 2020 not recurring in fiscal 2021. NRE revenue is project based and the timing of any such projects is wholly
dependent on our customers and their project activity.
Inventory Levels:
We manage inventory levels to minimize investment in working capital but still have the flexibility to meet customer demand to a reasonable degree. We review
our inventory for obsolete items quarterly. While the mix of inventory is an important factor, including adequate safety stocks of long lead-time materials, an
important aggregate measure of inventory in all phases of production is the quarter’s ending inventory expressed as a number of days’ worth of the quarter’s
cost of sales, also known as “days cost of sales in inventory,” or “DCSI.” It is calculated by dividing the quarter’s ending inventory by the quarter’s cost of
goods sold, multiplied by 365 and divided by 4. Generally, a lower DCSI measure equates to a lesser investment in inventory, and, therefore, more efficient use
of capital. The table below shows our DCSI for the immediately preceding eight fiscal quarters:
Fiscal
Quarter
Q4-2021
Q3-2021
Q2-2021
Q1-2021
Fiscal 2021 average
Q4-2020
Q3-2020
Q2-2020
Q1-2020
Fiscal 2020 average
Ended
6/30/2021
3/31/2021
12/31/2020
9/30/2020
6/30/2020
3/31/2020
12/31/2019
9/30/2019
DCSI (days)
126
119
142
154
135
146
160
121
142
142
Our average DCSI for fiscal 2021 was 135, compared to 142 for fiscal 2020. The decrease in DCSI is driven by the increase in sales and a decrease in inventory
levels, due to an increased focus on inventory management. In the prior fiscal year, inventory levels had increased in part due to strategic buys of certain raw
materials to reduce lead times and meet increasing demand for infrared glass. For the second half of 2020, the increase in inventory was also driven by the shift
in customer order activity due to COVID-19, where we were given short notice to delay shipments of some products and accelerate the manufacturing and
shipment of other products. As we continue to see increasing demand for both infrared and PMO products, we expect DCSI to return to a range of between 110
to 120.
30
Accounts Receivable Levels and Quality:
Similarly, we manage our accounts receivable to minimize investment in working capital. We measure the quality of receivables by the proportions of the total
that are at various increments past due from our normally extended terms, which are generally 30 days. The most important aggregate measure of accounts
receivable is the quarter’s ending balance of net accounts receivable expressed as a number of days’ worth of the quarter’s net revenues, also known as “days
sales outstanding,” or “DSO.” It is calculated by dividing the quarter’s ending net accounts receivable by the quarter’s net revenues, multiplied by 365 and
divided by 4. Generally, a lower DSO measure equates to a lesser investment in accounts receivable and, therefore, more efficient use of capital. The table
below shows our DSO for the preceding eight fiscal quarters:
Fiscal
Quarter
Q4-2021
Q3-2021
Q2-2021
Q1-2021
Fiscal 2021 average
Q4-2020
Q3-2020
Q2-2020
Q1-2020
Fiscal 2020 average
Ended
6/30/2021
3/31/2021
12/31/2020
9/30/2020
6/30/2020
3/31/2020
12/31/2019
9/30/2019
DSO (days)
51
53
63
60
57
62
66
70
67
66
Our average DSO for fiscal 2021 was 57, compared to 66 for fiscal 2020. The improvement in fiscal 2021 reflects our increased focus on collections, and
tightening of payment terms policies. The decrease in the second half of fiscal 2021 also reflects a higher sales mix to customers with shorter payment terms.
We strive to have a DSO no higher than 60.
Other Key Indicators:
Other key indicators include various operating metrics, some of which are qualitative and others are quantitative. These indicators change from time to time as
the opportunities and challenges in the business change. They are mostly non-financial indicators, such as on time delivery trends, units of shippable output by
major product line, production yield rates by major product line, and the output and yield data from significant intermediary manufacturing processes that
support the production of the finished shippable product. These indicators can be used to calculate such other related indicators as fully-yielded unit production
per-shift, which varies by the particular product and our state of automation in production of that product at any given time. Higher unit production per shift
means lower unit cost, and, therefore, improved margins or improved ability to compete where desirable for price sensitive customer applications. The data
from these reports is used to determine tactical operating actions and changes. Management also assesses business performance and makes business decisions
regarding our operations using certain non-GAAP measures. These non-GAAP measures are described in more detail below under the heading “Non-GAAP
Financial Measures”.
Non-GAAP Financial Measures
We report our historical results in accordance with GAAP; however, our management also assesses business performance and makes business decisions
regarding our operations using certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information to
management and investors that is supplementary to our financial condition and results of operations computed in accordance with GAAP; however, we
acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results
determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use.
EBITDA:
EBITDA is a non-GAAP financial measures used by management, lenders, and certain investors as a supplemental measure in the evaluation of some aspects
of a corporation's financial position and core operating performance. Investors sometimes use EBITDA as it allows for some level of comparability of
profitability trends between those businesses differing as to capital structure and capital intensity by removing the impacts of depreciation and amortization.
EBITDA also does not include changes in major working capital items, such as receivables, inventory, and payables, which can also indicate a significant need
for, or source of, cash. Since decisions regarding capital investment and financing and changes in working capital components can have a significant impact on
cash flow, EBITDA is not a good indicator of a business's cash flows. We use EBITDA for evaluating the relative underlying performance of our core
operations and for planning purposes. We calculate EBITDA by adjusting net income to exclude net interest expense, income tax expense or benefit,
depreciation, and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization” and the acronym “EBITDA.”
31
The following table adjusts net income to EBITDA for the three and twelve months ended June 30, 2021 and 2020:
Net income (loss)
Depreciation and amortization
Income tax provision
Interest expense
EBITDA
% of revenue
(unaudited)
Quarter Ended June 30,
2020
2021
(2,913,210) $
900,964
(49,671)
48,863
(2,013,054) $
656,952
837,123
90,442
66,184
1,650,701
$
$
$
$
Year Ended June 30,
2020
2021
(3,185,251) $
3,509,436
933,915
215,354
1,473,454
866,929
3,424,438
763,998
339,446
5,394,811
$
-24%
18%
4%
15%
Our EBITDA for the quarter ended June 30, 2021 was a loss of approximately $2.0 million, compared to earnings of $1.7 million for the quarter ended June 30,
2020. The decrease in EBITDA in the fourth quarter of fiscal 2021 was primarily attributable to lower gross margin and increased SG&A and Other expenses,
including approximately $1.3 million of expenses incurred related to the previously described events that occurred in our Chinese subsidiaries, as well as
certain director and personnel matters that occurred during the period as discussed above, as well as increased new product development costs. In addition,
there was an unfavorable difference of approximately $112,000 in foreign exchange gains and losses.
Our EBITDA for fiscal 2021 was approximately $1.5 million, compared to approximately $5.4 million for fiscal 2020. The decrease in EBITDA for fiscal 2021
is primarily attributable to increased SG&A and Other expenses, including approximately $2.0 million of expenses incurred related to the previously described
events that occurred in our Chinese subsidiaries, as well as certain officer, director, and personnel matters that occurred during the period as discussed above,
and increased new product development costs. These increased costs were partially offset by a favorable difference of approximately $213,000 in foreign
exchange gains and losses.
Off Balance Sheet Arrangements
We do not engage in any activities involving variable interest entities or off balance sheet arrangements.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of income and expense during the reporting periods presented. Our critical estimates include the allowance for trade
receivables, which is made up of allowances for bad debts, allowances for obsolete inventory, valuation of compensation expense on stock-based awards and
accounting for income taxes. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in
conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for
revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.
Management has discussed the selection of critical accounting policies and estimates with our Board, and the Board has reviewed our disclosure relating to
critical accounting policies and estimates in this Annual Report on Form 10-K. The critical accounting policies used by management and the methodology for
its estimates and assumptions are as follows:
Allowance for accounts receivable is calculated by taking 100% of the total of invoices that are over 90 days past due from the due date and 10% of the total
of invoices that are over 60 days past due from the due date for U.S.- and Latvia-based accounts and 100% on invoices that are over 120 days past due for
China-based accounts without an agreed upon payment plan. Accounts receivable are customer obligations due under normal trade terms. We perform
continuing credit evaluations of our customers’ financial condition. Recovery of bad debt amounts which were previously written off is recorded as a reduction
of bad debt expense in the period the payment is collected. If our actual collection experience changes, revisions to our allowance may be required. After
attempts to collect a receivable have failed, the receivable is written off against the allowance. To date, our actual results have been materially consistent with
our estimates, and we expect such estimates to continue to be materially consistent in the future.
32
Inventory obsolescence allowance is calculated by reserving 100% for items that have not been sold in two years or that have not been purchased in two years.
These items, as identified, are allowed for at 100%, as well as allowing 50% for other items deemed to be slow moving within the last twelve months and
allowing 25% for items deemed to have low material usage within the last six months. Items of which we have greater than a two-year supply are also reserved
at 25% to 100%, depending on usage rates. The parts identified are adjusted for recent order and quote activity to determine the final inventory allowance. To
date, our actual results have been materially consistent with our estimates, and we expect such estimates to continue to be materially consistent in the future.
Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that
reflects the consideration we expect to receive in exchange for those products or services. The performance obligations for the sale of optical components and
assemblies are satisfied at a point in time. We generally bear all costs, risk of loss, or damage and retain title to the goods up to the point of transfer of control of
products to customers. Shipping and handling costs are included in the cost of goods sold. Revenues from product development agreements are recognized as
performance obligations are met in accordance with the terms of the agreements and upon transfer of control of products, reports or designs to the customer.
Product development agreements are generally short term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of
control of the agreed-upon deliverable. Invoiced amounts for value-added taxes (“VAT”) related to sales are posted to the balance sheet and are not included in
revenue.
Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite
service period. We estimate the fair value of each stock option as of the date of grant using the Black-Scholes-Merton pricing model. Our directors, officers, and
key employees were granted stock-based compensation through our Amended and Restated Omnibus Incentive Plan, as amended (the “Omnibus Plan”),
through October 2018 and after that date, the 2018 Stock and Incentive Compensation Plan (the “SICP”). Most options granted under the Omnibus Plan and the
SICP vest ratably over two to four years and generally have ten-year contract lives. The volatility rate is based on four-year historical trends in common stock
closing prices and the expected term was determined based primarily on historical experience of previously outstanding options. The interest rate used is the
U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option grants that are performance based are evaluated each quarter. If it
is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting period.
Goodwill and intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods appropriate for the
type of intangible asset and reported separately from goodwill. Purchased intangible assets other than goodwill are amortized over their useful lives unless these
lives are determined to be indefinite. Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the
estimated useful lives of the respective assets, generally two to fifteen years. We periodically reassess the useful lives of intangible assets when events or
circumstances indicate that useful lives have significantly changed from the previous estimate. Definite-lived intangible assets consist primarily of customer
relationships, know-how/trade secrets and trademarks. They are generally valued as the present value of estimated cash flows expected to be generated from
the asset using a risk-adjusted discount rate. When determining the fair value of our intangible assets, estimates and assumptions about future expected revenue
and remaining useful lives are used. Goodwill and intangible assets are tested for impairment on an annual basis and during the period between annual tests if
events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
We assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis
for determining whether it is necessary to perform the goodwill impairment analysis. If we determine that it is more likely than not that its fair value is less than
its carrying amount, then the goodwill impairment test is performed. The fair value of the reporting unit is compared to its carrying amount, and if the carrying
amount exceeds its fair value, then an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair
value, up to the total amount of goodwill allocated to that reporting unit.
Accounting for income taxes requires estimates and judgments in determining income tax expense for financial statement purposes. These estimates and
judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from
differences in the timing of the recognition of revenue and expense for tax and financial statement purposes. We assessed the likelihood of the realization of
deferred tax assets and concluded that a valuation allowance is needed to reserve the amount of the deferred tax assets that may not be realized due to the
uncertainty of the timing and amount of taxable income in certain jurisdictions. In reaching our conclusion, we evaluated certain relevant criteria, including the
amount of pre-tax income generated during the current and prior two years, as adjusted for non-recurring items, the existence of deferred tax liabilities that can
be used to realize deferred tax assets, the taxable income in prior carryback years in the impacted jurisdictions that can be used to absorb net operating losses
and taxable income in future years. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international
tax laws and other factors. These changes, if any, may require material adjustments to these deferred tax assets, resulting in a reduction in net income or an
increase in net loss in the period when such determinations are made, which, in turn, may result in an increase or decrease to our tax provision in a subsequent
period.
In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties
arise as a consequence of cost reimbursement and royalty arrangements among related entities, which could impact our income or loss in each jurisdiction in
which we operate. Although we believe our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different
than that which is reflected in our historical income tax provisions and accruals. In the event our assumptions are incorrect, the differences could have a
material impact on our income tax provision and operating results in the period in which such determination is made. In addition to the factors described above,
our current and expected effective tax rate is based on then-current tax law. Significant changes during the year in enacted tax law could affect these estimates.
Impact of recently issued accounting pronouncements that have recently been issued but have not yet been implemented by us are described in Note 2,
Summary of Significant Accounting Policies, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K, which describes the
potential impact that these pronouncements are expected to have on our financial condition, results of operations and cash flows.
33
Item 8. Financial Statements and Supplementary Data.
The information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15.
Exhibits, Financial Statement Schedules of Part IV of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the fiscal year ended June 30, 2021, we carried out an evaluation, under the supervision and with the participation of members of our
management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Our CEO and our CFO have concluded, based on their evaluation, that as
of June 30, 2021, our disclosure controls and procedures were effective at the end of the fiscal year to provide reasonable assurance that information required to
be disclosed by us in the reports that we file or submit with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted
accounting principles. Our management assessed our internal control over financial reporting based on the Internal Control—Integrated Framework (2013
Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this assessment, our
management concluded that our internal control over financial reporting was effective as of June 30, 2021 based on such criteria.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. 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 LightPath have been
prevented or detected. Our internal control over financial reporting is 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.
Auditor’s Report on Internal Control over Financial Reporting
This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and
Exchange Commission (the “SEC”) that permit us to provide only management’s report in this Annual Report.
Changes in Internal Controls over Financial Reporting
In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley
Act, we continue to review, test, and improve the effectiveness of our internal controls. In connection with the events that occurred at our Chinese subsidiaries,
we have adopted additional policies and procedures designed to improve our internal controls, including, without limitation, revising the reporting structure for
our foreign-based finance directors, adopting Codes of Conduct applicable to our subsidiaries’ foreign-based employees, adopting an internal authority approval
matrix, and hiring additional staff for our accounting departments at LPOI and LPOIZ to improve segregation of duties, among other items. Other than these
modifications, there have not been any significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter and since the year ended June 30, 2021 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Entry Into a Material Definitive Agreement
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of Registrant
On September 9, 2021, we entered into the Letter Agreement. The Letter Agreement: (i) reduces the fixed charge coverage ratio to 1.0 for the quarter ending
September 30, 2021 and to 1.1 for the quarter ended December 31, 2021; (ii) modifies the calculation for both the fixed charge coverage ratio and the total
leverage ratio to provide for adjustments related to expenses incurred in connection with the events at LPOI and LPOIZ, which expenses must be approved by
BankUnited; (iii) terminates the Guidance Line; and (iv) requires approval from BankUnited prior to our being able to draw upon the Revolving Line, subject to
our compliance with the fixed charge coverage ratio for the quarters ending September 30, 2021 and December 31, 2021. The Letter Agreement also granted us
a waiver of default arising prior to the Letter Agreement for our failure to comply with the fixed charge coverage ratio measured on June 30, 2021. Based on the
waiver, we are no longer in default of the Amended Loan Agreement. Finally, in connection with the Letter Agreement, we paid BankUnited a fee equal to
$10,000.
The foregoing description of the Letter Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Letter Agreement
filed herewith as Exhibit 10.21.
34
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be
filed with the SEC not later than 120 days after the end of fiscal 2021.
Item 11. Executive Compensation.
The information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be
filed with the SEC not later than 120 days after the end of fiscal 2021.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be
filed with the SEC not later than 120 days after the end of fiscal 2021, with the exception of those items listed below.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information with respect to compensation plans under which our equity securities are authorized for issuance as of the end of
fiscal 2021:
Plan category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Number of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
2,194,812
—
Weighted
average exercise
and grant price
of outstanding
options,
warrants and
rights
$
1.78
—
Number of
securities
remaining
available for
future issuance
829,786
—
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be
filed with the SEC not later than 120 days after the end of fiscal 2021.
Item 14. Principal Accountant Fees and Services.
The information required under this item is incorporated herein by reference to our proxy statement for our fiscal 2022 Annual Stockholders’ Meeting to be
filed with the SEC not later than 120 days after the end of fiscal 2021.
35
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements – See Index on page F-1 of this report
(b) The following exhibits are filed herewith as a part of this report
Exhibit
Number
Description
3.1.1
3.1.2
3.1.3
3.1.4
3.1.5
3.1.6
3.1.7
3.1.8
3.1.9
3.1.10
3.1.11
3.1.12
3.1.13
Certificate of Incorporation of LightPath Technologies, Inc., filed June 15, 1992 with the Secretary of State of Delaware, which was filed as
Exhibit 3.1.1 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10,
2020, and is incorporated herein by reference thereto.
Certificate of Amendment to Certificate of Incorporation of LightPath Technologies, Inc., filed October 2, 1995 with the Secretary of State of
Delaware, which was filed as exhibit 3.1.2 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange
Commission on September 10, 2020, and is incorporated herein by reference thereto
Certificate of Designations of Class A common stock and Class E-1 common stock, Class E-2 common stock, and Class E-3 common stock of
LightPath Technologies, Inc., filed November 9, 1995 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.3 to our Annual
Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated
herein by reference thereto
Certificate of Designation of Series A Preferred Stock of LightPath Technologies, Inc., filed July 9, 1997 with the Secretary of State of
Delaware, which was filed as Exhibit 3.4 to our Annual Report on Form 10-KSB40 filed with the Securities and Exchange Commission on
September 11, 1997, and is incorporated herein by reference thereto.
Certificate of Designation of Series B Stock of LightPath Technologies, Inc., filed October 2, 1997 with the Secretary of State of Delaware,
which was filed as Exhibit 3.2 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and Exchange
Commission on November 14, 1997, and is incorporated herein by reference thereto.
Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed November 12, 1997 with the Secretary of State
of Delaware, which was filed as Exhibit 3.1 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and
Exchange Commission on November 14, 1997, and is incorporated herein by reference thereto.
Certificate of Designation of Series C Preferred Stock of LightPath Technologies, Inc., filed February 6, 1998 with the Secretary of State of
Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No. 333-47905) filed with the Securities and
Exchange Commission on March 13, 1998, and is incorporated herein by reference thereto.
Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock of LightPath Technologies, Inc. filed April 29,
1998 with the Secretary of State of Delaware, which was filed as Exhibit 1 to our Registration Statement on Form 8-A (File No. 000-27548)
filed with the Securities and Exchange Commission on April 28, 1998, and is incorporated herein by reference thereto.
Certificate of Designation of Series F Preferred Stock of LightPath Technologies, Inc., filed November 2, 1999 with the Secretary of State of
Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No: 333-94303) filed with the Securities and
Exchange Commission on January 10, 2000, and is incorporated herein by reference thereto.
Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed February 28, 2003 with the Secretary of State of
Delaware, which was filed as Appendix A to our Proxy Statement (File No. 000-27548) filed with the Securities and Exchange Commission on
January 24, 2003, and is incorporated herein by reference thereto.
Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed March 1, 2016 with the Secretary of State of
Delaware, which was filed as Exhibit 3.1.11 to our Quarterly Report on Form 10-Q (File No: 000-27548) filed with the Securities and
Exchange Commission on November 14, 2016, and is incorporated herein by reference thereto.
Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of
Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange
Commission on October 31, 2017, and is incorporated herein by reference thereto.
Certificate of Amendment of Certificate of Designations of Class A Common Stock and Class E-1 Common Stock, Class E-2 Common Stock,
and Class E-3 Common Stock of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of Delaware, which was filed
as Exhibit 3.2 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on October 31,
2017, and is incorporated herein by reference thereto.
36
3.1.14
Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock of LightPath
Technologies, Inc., filed January 30, 2018 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on
Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on February 1, 2018, and is incorporated herein by
references thereto.
3.2.1
Second Amended and Restated Bylaws of LightPath Technologies, Inc., which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File
No: 000-27548) filed with the Securities and Exchange Commission on February 2, 2021, and is incorporated herein by reference thereto.
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.*
Amended and Restated Omnibus Incentive Plan dated October 15, 2002, as amended, which was filed as Exhibit 10.1 to our Current Report on
Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by
reference thereto.
LightPath Technologies, Inc. Employee Stock Purchase Plan effective January 30, 2015, which was filed as Appendix A to our Definitive
Proxy Statement on Schedule 14A (File No.: 000-27548) filed with the Securities and Exchange Commission on December 19, 2014, and is
incorporated herein by reference thereto.
Sixth Amendment to Lease dated as of July 2, 2014 between LightPath Technologies, Inc. and Challenger Discovery LLC, which was filed as
Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on July 8, 2014, and
is incorporated herein by reference thereto.
Amendment No. 8 to the Amended and Restated LightPath Technologies, Inc. Omnibus Incentive Plan dated February 8, 2018, which was filed
as Exhibit 10.7 to our Quarterly Report on Form 10-Q (File No.: 000-27548) filed with the Securities and Exchange Commission on February
13, 2018, and is incorporated herein by reference thereto.
Lease dated April 20, 2018, by and between LightPath Technologies, Inc. and CIO University Tech, LLC, which was filed as Exhibit 10.1 to
our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on April 26, 2018, and is
incorporated herein by reference thereto.
First Amendment to Lease, dated January 9, 2019, by and between LightPath Technologies, Inc. and CIO University Tech, LLC, which was
filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No.: 000-27548) filed with the Securities and Exchange Commission on
February 7, 2019, and is incorporated herein by reference thereto.
Loan Agreement dated February 26, 2019 by and between LightPath Technologies, Inc. and BankUnited, N.A., which was filed as Exhibit 10.1
to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is
incorporated herein by reference thereto.
Term Loan Note dated February 26, 2019 by LightPath Technologies, Inc. in favor of BankUnited, N.A., which was filed as Exhibit 10.2 to our
Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated
herein by reference thereto.
Revolving Credit Note dated February 26, 2019 by LightPath Technologies, Inc. in favor of BankUnited, N.A., which was filed as Exhibit 10.3
to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is
incorporated herein by reference thereto.
10.10
Guidance Line Note dated February 26, 2019 by LightPath Technologies, Inc. in favor of BankUnited, N.A., which was filed as Exhibit 10.4 to
our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on March 21, 2019, and is
incorporated herein by reference thereto.
37
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
Security Agreement dated February 26, 2019 by LightPath Technologies, Inc. in favor of BankUnited, N.A., and joined by GelTech, Inc. and
ISP Optics Corporation, which was filed as Exhibit 10.5 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and
Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
Guaranty Agreement (Term Loan) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation
(Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which
was filed as Exhibit 10.6 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on
March 1, 2019, and is incorporated herein by reference thereto.
Guaranty Agreement (Revolving Credit) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation
(Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which
was filed as Exhibit 10.7 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on
March 1, 2019, and is incorporated herein by reference thereto.
Guaranty Agreement (Guidance Line) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation
(Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which
was filed as Exhibit 10.8 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on
March 1, 2019, and is incorporated herein by reference thereto.
First Amendment to Loan Agreement dated May 6, 2019, and effective February 26, 2019, by and between LightPath Technologies, Inc. and
BankUnited, N.A., which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q (File No.: 000-27548) filed with the Securities and
Exchange Commission on May 9, 2019, and is incorporated herein by reference thereto.
LightPath Technologies, Inc. 2018 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K
(File No.: 000-27548) filed with the Securities and Exchange Commission on November 19, 2018, and is incorporated herein by reference
thereto.
Employment Agreement between LightPath Technologies, Inc. and Mr. Sam Rubin, which was filed as Exhibit 10.1 to our Current Report on
Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on February 28, 2020, and is incorporated herein by
reference thereto.
Letter Agreement, dated November 13, 2020, by and between the Company and J. James Gaynor which was filed as Exhibit 10.1 to our
Quarterly Report on Form 10-Q (File No.: 000-27548) filed with the Securities and Exchange Commission on February 3, 2021, and is
incorporated herein by reference thereto.
Employment Agreement between LightPath Technologies, Inc. and Mr. Albert Miranda, which was filed as Exhibit 10.1 to our Current Report
on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on April 22, 2021, and is incorporated herein by
reference thereto.
Eighth Amendment to Lease Agreement between LightPath Technologies, Inc. and Challenger-Discovery, LLC which was filed as Exhibit 99.1
to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on May 17, 2021, and is
incorporated herein by reference thereto.
10.21
Letter Agreement dated September 9, 2021, by and between LightPath Technologies, Inc. and BankUnited, N.A.*
14.1
Code of Business Conduct and Ethics, which was filed as Exhibit 14.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the
Securities and Exchange Commission on May 3, 2016, and is incorporated herein by reference thereto.
14.2
Code of Business Conduct and Ethics for Senior Financial Officers, which was filed as Exhibit 14.2 to our Current Report on Form 8-K (File
No.: 000-27548) filed with the Securities and Exchange Commission on May 3, 2016, and is incorporated herein by reference thereto.
38
21.1
23.1
24
31.1
31.2
32.1
32.2
Subsidiaries of the Registrant*
Consent of MSL, P.A.*
Power of Attorney*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code*
101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Presentation Linkbase Document*
*filed herewith
Item 16. Form 10-K Summary.
None.
39
LightPath Technologies, Inc.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm – MSL, P.A.
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) for the years ended June 30, 2021 and 2020
Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended June 30, 2021 and 2020
Notes to Consolidated Financial Statements
F-2
F-3
F-4
F-5
F-6
F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
of LightPath Technologies, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of LightPath Technologies, Inc. (the “Company”) as of June 30, 2021 and 2020, and the related
consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years ended June 30, 2021 and 2020,
and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its operations and its cash flows for each of the years
ended June 30, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
consolidated financial statements 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 audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion.
Our audits 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. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
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 critical audit matters 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 matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Inventory Allowance
As disclosed in Note 2 of the notes to the Company’s consolidated financial statements, the Company records an estimated inventory allowance to state the
Company’s inventories at the lower of cost or net realizable value. The Company relies on, among other things, past usage, sales experience, recent order and
quote activity, future sales forecasts, and its strategic business plan to develop the estimate. As a result of management’s assessment, the Company recorded an
inventory allowance of approximately $1,200,000 as of June 30, 2021.
Auditing management’s estimate of the inventory allowance involved subjective evaluation and high degree of auditor judgement due to significant
assumptions involved in estimating future inventory turnover and sales.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. We obtained an understanding and evaluated the design of internal controls that address the risks of material misstatement relating to
recording inventory at the lower of cost or net realizable value. We tested the accuracy and completeness of the underlying data used in calculating the
inventory allowance, including testing of a sample of inventory usage transactions, and recomputed the allowance calculation. We also evaluated the
Company’s ability to accurately estimate the assumptions used to develop the estimate by comparing historical allowance amounts to the history of actual
inventory write-offs. Furthermore, we reviewed management’s business plan and forecasts of future sales.
We have served as the Company’s auditor since 2017.
/s/ MSL, P.A.
Orlando, Florida
September 13, 2021
F-2
LIGHTPATH TECHNOLOGIES, INC.
Consolidated Balance Sheets
Assets
Current assets:
Cash and cash equivalents
Trade accounts receivable, net of allowance of $45,643 and $9,917
Inventories, net
Other receivables
Prepaid expenses and other assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Deferred tax assets, net
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Accrued liabilities
Accrued payroll and benefits
Operating lease liabilities, current
Loans payable, current portion
Finance lease obligation, current portion
Total current liabilities
Finance lease obligation, less current portion
Operating lease liabilities, noncurrent
Loans payable, less current portion
Total liabilities
Commitments and Contingencies
Stockholders’ equity:
Preferred stock: Series D, $.01 par value, voting;
500,000 shares authorized; none issued and outstanding
Common stock: Class A, $.01 par value, voting;
44,500,000 shares authorized; 26,985,913 and 25,891,885
shares issued and outstanding
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
June 30,
2021
June 30,
2020
$
$
$
6,774,694
4,656,354
8,659,587
137,103
475,364
20,703,102
13,279,867
9,015,498
5,582,881
5,854,905
147,000
27,737
54,610,990
2,924,333
1,067,265
2,810,043
799,507
634,846
212,212
8,448,206
66,801
8,461,133
4,057,365
21,033,505
5,387,388
6,188,726
8,984,482
132,051
565,181
21,257,828
11,799,061
1,220,430
6,707,964
5,854,905
659,000
75,730
47,574,918
2,558,638
992,221
1,827,740
765,422
981,350
278,040
7,403,411
279,435
887,766
4,437,365
13,007,977
—
—
269,859
231,438,651
2,116,152
(200,247,177)
33,577,485
54,610,990
$
$
258,919
230,634,056
735,892
(197,061,926)
34,566,941
47,574,918
The accompanying notes are an integral part of these consolidated financial statements.
F-3
LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Comprehensive Income (Loss)
Revenue, net
Cost of sales
Gross margin
Operating expenses:
Selling, general and administrative
New product development
Amortization of intangibles
Loss (gain) on disposal of property and equipment
Total operating expenses
Operating income (loss)
Other expense:
Interest expense, net
Other expense, net
Total other expense, net
Income (loss) before income taxes
Income tax provision
Net income (loss)
Foreign currency translation adjustment
Comprehensive income (loss)
Earnings (loss) per common share (basic)
Number of shares used in per share calculation (basic)
Earnings (loss) per common share (diluted)
Number of shares used in per share calculation (diluted)
Year Ended
June 30,
$
2021
38,464,821
25,017,051
13,447,770
$
2020
34,967,963
21,125,464
13,842,499
11,989,597
2,165,951
1,125,083
8,951
15,289,582
(1,841,812)
(215,354)
(194,170)
(409,524)
(2,251,336)
933,915
(3,185,251) $
1,380,260
(1,804,991) $
(0.12) $
8,961,150
1,714,077
1,129,341
(107,280)
11,697,288
2,145,211
(339,446)
(174,838)
(514,284)
1,630,927
763,998
866,929
(72,626)
794,303
0.03
26,314,025
25,853,419
(0.12) $
0.03
26,314,025
27,469,845
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Changes in Stockholders' Equity
Class A
Common
Stock
Shares
Additional
Accumulated
Other
Total
Amount
Paid-in
Capital
Comphrehensive Accumulated Stockholders’
Deficit
Income
Equity
Balances at June 30, 2019
Issuance of common stock for:
Employee Stock Purchase Plan
Exercise of Stock Options & RSUs, net
Shares issued as compensation
Stock-based compensation on stock options & RSUs
Foreign currency translation adjustment
Net income
Balances at June 30, 2020
Issuance of common stock for:
Employee Stock Purchase Plan
Exercise of Stock Options & RSUs, net
Stock-based compensation on stock options & RSUs
Foreign currency translation adjustment
Net loss
Balances at June 30, 2021
25,813,895 $
258,139 $230,321,324 $
808,518 $(197,928,855) $ 33,459,126
30,537
42,453
5,000
—
—
—
25,891,885 $
305
425
50
—
—
—
24,307
21,838
6,100
260,487
—
—
258,919 $230,634,056 $
—
—
—
—
(72,626)
—
24,612
22,263
6,150
260,487
(72,626)
866,929
735,892 $(197,061,926) $ 34,566,941
—
—
—
—
—
866,929
8,145
1,085,883
—
—
—
26,985,913 $
29,897
131,833
642,865
81
10,859
—
—
—
29,978
—
142,692
—
—
642,865
— 1,380,260
— (3,185,251) (3,185,251)
269,859 $231,438,651 $ 2,116,152 $(200,247,177) $ 33,577,485
—
—
—
— 1,380,260
—
The accompanying notes are an integral part of these consolidated financial statements.
F-5
LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization
Interest from amortization of debt costs
Loss (gain) on disposal of property and equipment
Stock-based compensation on stock options & RSUs, net
Provision for doubtful accounts receivable
Change in operating lease liabilities
Inventory write-offs to allowance
Deferred tax expense (benefit)
Changes in operating assets and liabilities:
Trade accounts receivable
Other receivables
Inventories
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchase of property and equipment
Proceeds from sale of equipment
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from exercise of stock options
Proceeds from sale of common stock from Employee Stock Purchase Plan
Borrowings on loans payable
Payments on loans payable
Repayment of finance lease obligations
Net cash used in financing activities
Effect of exchange rate on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash flow information:
Interest paid in cash
Income taxes paid
Year Ended June 30,
2021
2020
$
(3,185,251) $
866,929
3,509,436
18,572
8,951
642,865
(35,799)
(187,616)
157,399
512,000
1,568,171
(5,052)
167,496
137,810
1,423,042
4,732,024
3,424,438
18,572
(107,280)
250,737
18,826
(157,757)
127,872
(7,000)
3,279
221,644
(1,427,827)
403,220
97,160
3,732,813
(3,158,784)
—
(3,158,784)
(2,442,779)
186,986
(2,255,793)
142,692
29,978
275,377
(1,013,014)
(278,462)
(843,429)
657,495
1,387,306
5,387,388
6,774,694
$
22,263
24,612
400,000
(581,350)
(487,233)
(621,708)
(72,625)
782,687
4,604,701
5,387,388
$
$
$
199,524
1,054,232
$
$
330,910
526,225
The accompanying notes are an integral part of these consolidated financial statements.
F-6
LIGHTPATH TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
1. Organization and History
LightPath Technologies, Inc. (“LightPath”, the “Company”, “we”, “us” or “our”) was incorporated in Delaware in 1992. It was the successor to LightPath
Technologies Limited Partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation formed in 1985. The Company completed its
initial public offering during fiscal 1996. On April 14, 2000, the Company acquired Horizon Photonics, Inc. (“Horizon”). On September 20, 2000, the Company
acquired Geltech, Inc. (“Geltech”). In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary
located in Jiading, People’s Republic of China. In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd (“LPOIZ”), a wholly-
owned subsidiary located in Zhenjiang, Jiangsu Province, People’s Republic of China. In December 2016, we acquired ISP Optics Corporation, a New York
corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited liability company founded in 1998 under the Laws of the Republic of
Latvia (“ISP Latvia”).
LightPath is a manufacturer of optical components and higher-level assemblies, including precision molded glass aspheric optics, molded and diamond-turned
infrared aspheric lenses, and other optical components used to produce products that manipulate light. LightPath designs, develops, manufactures, and
distributes optical components and assemblies utilizing advanced optical manufacturing processes. LightPath products are incorporated into a variety of
applications by customers in many industries, including defense products, medical devices, laser aided industrial tools, automotive safety applications, barcode
scanners, optical data storage, hybrid fiber coax datacom, telecommunications, machine vision and sensors, among others.
As used herein, the terms “LightPath,” the “Company,” “we,” “us” or “our,” refer to LightPath individually or, as the context requires, collectively with its
subsidiaries on a consolidated basis.
2. Significant Accounting Policies
Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Management estimates. Management makes estimates and assumptions during the preparation of the Company’s Consolidated Financial Statements that affect
amounts reported in the Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more
information becomes available, which, in turn, could impact the amounts reported and disclosed herein.
Cash and cash equivalents consist of cash in the bank and cash equivalents with maturities of 90 days or less when purchased. The Company maintains its
cash accounts in various institutions, generally with high credit ratings. The Company’s domestic cash accounts are maintained in one financial institution, and
balances may exceed Federal insured limits at times. The Company’s foreign cash accounts are not insured. The Company did not have any restricted cash as of
June 30, 2021 or 2020.
Allowance for accounts receivable is calculated by taking 100% of the total of invoices that are over 90 days past due from the due date and 10% of the total
of invoices that are over 60 days past due from the due date for U.S.- and Latvia-based accounts and 100% of invoices that are over 120 days past due for
Chinese-based accounts. Accounts receivable are customer obligations due under normal trade terms. The Company performs continuing credit evaluations of
its customers’ financial condition. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to
collect a receivable have failed, the receivable is written off against the allowance.
F-7
Inventories, which consist principally of raw materials, tooling, work-in-process and finished lenses, collimators and assemblies are stated at the lower of cost
or net realizable value, on a first-in, first-out basis. Inventory costs include materials, labor and manufacturing overhead. Acquisition of goods from our vendors
has a purchase burden added to cover customs, shipping and handling costs. Fixed costs related to excess manufacturing capacity are expensed when incurred.
The Company looks at the following criteria for parts to consider for the inventory allowance: (i) items that have not been sold in two years and (ii) items that
have not been purchased in two years. These items, as identified, are allowed for at 100%, as well as allowing 50% for other items deemed to be slow moving
within the last twelve months and allowing 25% for items deemed to have low material usage within the last six months. Items of which we have greater than a
two-year supply are also reserved at 25% to 100%, depending on usage rates. The parts identified are adjusted for recent order and quote activity to determine
the final inventory allowance.
Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets ranging from one
to ten years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets using the straight-line
method. Construction in process represents the accumulated costs of assets not yet placed in service and primarily relates to manufacturing equipment.
Long-lived assets, such as property, plant, and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of
an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair
value of the asset. The Company did not record any impairment of long-lived assets during the fiscal years ended June 30, 2021 and 2020. Assets to be disposed
of would be separately presented in the Consolidated Balance Sheet and reported at the lower of the carrying amount or fair value less costs to sell, and would
no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and
liability sections of the Consolidated Balance Sheet.
Goodwill and Intangible Assets acquired in a business combination are recognized at fair value using generally accepted valuation methods appropriate for
the type of intangible asset and reported separately from goodwill. Purchased intangible assets other than goodwill are amortized over their useful lives unless
these lives are determined to be indefinite. Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the
estimated useful lives of the respective assets, generally two to fifteen years. The Company periodically reassesses the useful lives of its intangible assets when
events or circumstances indicate that useful lives have significantly changed from the previous estimate. Definite-lived intangible assets consist primarily of
customer relationships, know-how/trade secrets and trademarks. They are generally valued as the present value of estimated cash flows expected to be
generated from the asset using a risk-adjusted discount rate. When determining the fair value of our intangible assets, estimates and assumptions about future
expected revenue and remaining useful lives are used. Goodwill and intangible assets are tested for impairment on an annual basis and during the period
between annual tests if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.
The Company will assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying
amount as a basis for determining whether it is necessary to perform the goodwill impairment analysis. If the Company determines that it is more likely than
not that its fair value is less than its carrying amount, then the goodwill impairment test is performed. The first step, identifying a potential impairment,
compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step would need to be
performed; otherwise, no further steps are required. The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the
carrying amount of the goodwill. Any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying
value of goodwill is written down to fair value. The Company did not record any goodwill impairment during the fiscal years ended June 30, 2021 or 2020.
Leases. During the first quarter of fiscal 2020, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASC Topic 842”). This guidance requires an
entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing
arrangements. The Company adopted this standard as of July 1, 2019, using the modified retrospective transition method by applying the new standard to all
leases existing at the date of initial application and not restating comparative periods. The Company elected the package of practical expedients permitted under
the transition guidance, which allowed the Company to carryforward historical lease classification, and not reassess (i) whether a contract was or contained a
lease, and (ii) initial direct costs for any leases that existed prior to July 1, 2019. The Company also elected to combine lease and non-lease components and not
to record leases with an initial term of 12 months or less on the Consolidated Balance Sheet. As a result of adopting ASC Topic 842 on July 1, 2019, the
Company recognized operating lease right-of-use assets of $1.7 million and corresponding operating lease liabilities of $2.3 million from existing leases on the
Company's Consolidated Balance Sheet. See Note 13, Leases, for further details. The adoption of ASC Topic 842 had no impact on the Company’s
Consolidated Statement of Comprehensive Income (Loss) or Consolidated Statement of Cash Flows.
F-8
Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed on the basis of differences
between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based upon enacted tax laws
and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances have been established to reduce deferred
tax assets to the amount expected to be realized.
The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or
penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company
would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
The Company files United States (“U.S.”) Federal income tax returns, as well as tax returns in various states and foreign jurisdictions. Open tax years subject to
examination by the Internal Revenue Service generally remain open for three years from the filing date. Tax years subject to examination by the state
jurisdictions generally remain open for up to four years from the filing date. In Latvia, tax years subject to examination remain open for up to five years from
the filing date and, in China, tax years subject to examination remain open for up to ten years from the filing date.
Our cash, cash equivalents totaled approximately $6.8 million at June 30, 2021. Of this amount, greater than 50% was held by our foreign subsidiaries in China
and Latvia. These foreign funds were generated in China and Latvia as a result of foreign earnings. Historically, we considered unremitted earnings held by our
foreign subsidiaries to be permanently reinvested. However, during fiscal 2020, we began declaring intercompany dividends to remit a portion of the earnings
of our foreign subsidiaries to the U.S. parent company. It is still our intent to reinvest a significant portion of earnings generated by our foreign subsidiaries,
however we also plan to repatriate a portion of their earnings.
With respect to the funds generated by our foreign subsidiaries in China, the retained earnings of the legal entity must equal at least 50% of the registered
capital before any funds can be repatriated. During fiscal 2021 and 2020, we repatriated approximately $4 million and $2 million, respectively, from LPOIZ.
Based on retained earnings as of December 31, 2020, the end of the most recent statutory tax year, LPOIZ had an additional $5.6 million available and LPOI
did not have any funds available for repatriation. Based on our previous intent, we had not historically provided for future Chinese withholding taxes on the
related earnings. However, during fiscal 2020 we began to accrue for these taxes on the portion of earnings that we intend to repatriate. As of June 30, 2021,
withholding taxes of $100,000 have been accrued related to future dividends.
Beginning in fiscal 2019, earnings from the Company’s non-U.S. subsidiaries were subject to the global intangible low-taxed income (“GILTI”) inclusion
pursuant to U.S. income tax rules. See Note 9, Income Taxes, to these Consolidated Financial Statements for additional information.
Revenue recognition – See Note 3, Revenue, to these Consolidated Financial Statements for additional information.
VAT is computed on the gross sales price on all sales of the Company’s products sold in the People’s Republic of China and Latvia. The VAT rates range up to
21%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of
producing or acquiring its finished products. The Company recorded a VAT receivable, net of payables, in the accompanying Consolidated Financial
Statements.
New product development costs are expensed as incurred.
F-9
Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite
service period. We estimate the fair value of each restricted stock unit or stock option as of the date of grant using the Black-Scholes-Merton pricing model.
Our directors, officers, and key employees were granted stock-based compensation through our Amended and Restated Omnibus Incentive Plan, as amended
(the “Omnibus Plan”), through October 2018 and after that date, the 2018 Stock and Incentive Compensation Plan (the “SICP”). Most options granted under the
Omnibus Plan and the SICP vest ratably over two to four years and generally have four to ten-year contract lives. The volatility rate is based on historical
trends in common stock closing prices and the expected term was determined based primarily on historical experience of previously outstanding awards. The
interest rate used is the U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option grants that are performance based are
evaluated each quarter. If it is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting
period.
Fair value of financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which provides a framework for measuring
fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820 defines fair value as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to
measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the
assumptions that market participants would use in pricing.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include accounts
receivable, accounts payable and accrued liabilities. Fair values were assumed to approximate carrying values for these financial instruments since they are
short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company’s finance
lease obligations and loans payable approximate their carrying values, based upon current rates available to us. See Note 17, Loans Payable, to these
Consolidated Financial Statements for additional information. Management considers these fair value estimates to be level 2 fair value measurements.
The Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2 or Level 3 instruments.
Debt issuance costs are recorded as a reduction to the carrying value of the related notes payable, by the same amount, and are amortized ratably over the term
of the related note.
Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and
circumstances from non-owner sources. It includes all changes in equity during a period, except those resulting from investments by owners and distributions
to owners. Comprehensive income has two components, net income, and other comprehensive income, and is included on the Consolidated Statements of
Comprehensive Income. Our other comprehensive income consists of foreign currency translation adjustments made for financial reporting purposes.
Business segments. As the Company only operates in principally one business segment, no additional reporting is required.
F-10
Recent accounting pronouncements. There are new accounting pronouncements issued by the FASB that are not yet effective for the Company for the year
ended June 30, 2021.
In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes.” The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The
amendments also improve consistent application of and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For
public business entities, the amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,
2020. This ASU will be effective for the Company in the first quarter of fiscal year 2022. Early adoption is permitted. The Company is currently evaluating the
impact of the adoption of this update on its Consolidated Financial Statements.
No other new accounting pronouncement recently issued or newly effective had or is expected to have a material impact on the Consolidated Financial
Statements.
3. Revenue
Product Revenue
The Company manufactures optical components and higher-level assemblies, including precision molded glass aspheric optics, molded and diamond-turned
infrared aspheric lenses, and other optical components used to produce products that manipulate light. The Company designs, develops, manufactures, and
distributes optical components and assemblies utilizing advanced optical manufacturing processes. The Company also performs research and development for
optical solutions for a wide range of optics markets. Revenue is derived primarily from the sale of optical components and assemblies.
Revenue Recognition
Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that
reflects the consideration the Company expects to receive in exchange for those products or services. The Company generally bears all costs, risk of loss, or
damage and retains title to the goods up to the point of transfer of control of products to customers. Shipping and handling costs are included in the cost of
goods sold. Revenue is presented net of sales taxes and any similar assessments.
Customary payment terms are granted to customers, based on credit evaluations. The Company does not have any contracts where revenue is recognized, but
the customer payment is contingent on a future event. Deferred revenue is recorded when cash payments are received or due in advance of the Company’s
performance. Deferred revenue was not significant as of June 30, 2021 and 2020.
Nature of Products
Revenue from the sale of optical components and assemblies is recognized upon transfer of control, including the risks and rewards of ownership, to the
customer. The performance obligations for the sale of optical components and assemblies are satisfied at a point in time. Product development agreements are
generally short term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable.
The Company has organized its products in three groups: precision molded optics (“PMO”), infrared, and specialty products. Revenues from product
development agreements are included in specialty products. The Company’s revenue by product group for the years ended June 30, 2021 and 2020 was as
follows:
PMO
Infrared Products
Specialty Products
Total revenue
F-11
Year Ended June 30,
2021
$
$
15,882,189
20,971,080
1,611,552
38,464,821
$
$
2020
14,639,687
18,052,856
2,275,420
34,967,963
4.
Inventories, net
The components of inventories include the following:
Raw materials
Work in process
Finished goods
Allowance for obsolescence
$
$
June 30, 2021
3,908,630
2,473,070
3,467,105
(1,189,218)
8,659,587
$
$
June 30, 2020
3,876,955
2,989,070
3,134,800
(1,016,343)
8,984,482
During fiscal 2021 and 2020, the Company evaluated all allowed items and disposed of approximately $157,000 and $128,000, respectively, of inventory parts
and wrote them off against the allowance for obsolescence.
The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $2.0 million and $2.3 million at June 30, 2021 and
2020, respectively.
5. Property and Equipment, net
Property and equipment consist of the following:
Manufacturing equipment
Computer equipment and software
Furniture and fixtures
Leasehold improvements
Construction in progress
Total property and equipment
Less accumulated depreciation and amortization
Total property and equipment, net
Estimated
Lives (Years)
5 - 10
3 - 5
5
5 - 7
$
$
June 30,
2021
21,465,402
918,679
362,944
2,944,543
1,529,452
27,221,020
(13,941,153)
13,279,867
$
$
June 30,
2020
18,444,448
801,625
321,418
2,171,388
1,274,880
23,013,759
(11,214,698)
11,799,061
During fiscal 2015, the Company extended the term of its Orlando lease and received a tenant improvement allowance from the landlord of $420,014. During
fiscal 2019, the Company received a tenant improvement allowance from the landlord related to the new portion of the Orlando facility in the amount of
$309,450. These allowances were used to construct improvements and were initially recorded as leasehold improvements and deferred rent liability. The
balances are being amortized over the corresponding lease terms, and are included in leasehold improvements and operating lease liabilities as of June 30, 2021
and 2020.
F-12
6. Goodwill and Intangible Assets
In connection with the December 2016 acquisition of ISP, the Company identified intangible assets, which were recorded at fair value and are being amortized
on a straight-line basis over their useful lives. The excess purchase price over the fair values of all identified assets and liabilities was recorded as goodwill,
attributable primarily to expected synergies and the assembled workforce of ISP.
There were no changes in the net carrying value of goodwill during the years ended June 30, 2021 and 2020, and there have been no events or changes in
circumstances that indicate the carrying value of goodwill may not be recoverable.
Identifiable intangible assets were comprised of:
Customer relationships
Trade secrets
Trademarks
Total intangible assets
Less accumulated amortization
Total intangible assets, net
Future amortization of identifiable intangibles is as follows:
Fiscal year ending:
June 30, 2022
June 30, 2023
June 30, 2024
June 30, 2025
After June 30, 2025
7. Accounts Payable
Useful Lives
(Years)
15
8
8
$
$
June 30, 2021
3,590,000
3,272,000
3,814,000
10,676,000
(5,093,119)
5,582,881
$
$
June 30, 2020
3,590,000
3,272,000
3,814,000
10,676,000
(3,968,036)
6,707,964
1,125,083
1,125,083
1,125,083
658,398
1,549,234
5,582,881
$
The accounts payable balances as of June 30, 2021 and 2020 include earned but unpaid Board of Directors’ fees of approximately $99,500 and $91,000,
respectively.
F-13
8. Stockholders’ Equity
The Company’s authorized capital stock consists of 55,000,000 shares, comprised of 50,000,000 shares of common stock, par value $0.01 per share, and
5,000,000 shares of preferred stock, par value $0.01 per share.
Of the 5,000,000 shares of preferred stock authorized, the board of directors has previously designated:
●
●
●
●
●
250 shares of preferred stock as Series A Preferred Stock, all previously outstanding shares of which have been previously redeemed or
converted into shares of our Class A common stock and may not be reissued;
300 shares of preferred stock as Series B Preferred Stock, all previously outstanding shares of which have been previously redeemed or
converted into shares of our Class A common stock and may not be reissued;
500 shares of preferred stock as Series C Preferred Stock, all previously outstanding shares of which have been previously redeemed or
converted into shares of our Class A common stock and may not be reissued;
500,000 shares of preferred stock as Series D Preferred Stock, none of which have been issued; and
500 shares of our preferred stock as Series F Preferred Stock, all previously outstanding shares of which have been previously redeemed or
converted into shares of our Class A common stock and may not be reissued.
Of the 50,000,000 shares of common stock authorized, the board of directors has previously designated 44,500,000 shares authorized as Class A common stock.
The stockholders of Class A common stock are entitled to one vote for each share held. The remaining 5,500,000 shares of authorized common stock were
designated as Class E-1 common stock, Class E-2 common stock, or Class E-3 common stock, all previously outstanding shares of which have been previously
redeemed or converted into shares of Class A common stock.
9. Income Taxes
For financial reporting purposes, income before income taxes includes the following components:
Pretax income (loss):
United States
Foreign
Income (loss) before income taxes
The components of the provision for income taxes are as follows:
Current:
Federal tax
State
Foreign
Total current
Deferred:
Federal tax
State
Foreign
Total deferred
Year Ended June 30,
2021
2020
$
$
(5,265,803) $
3,014,467
(2,251,336) $
(3,739,527)
5,370,454
1,630,927
Year Ended June 30,
2021
2020
$
$
-
18,563
403,352
421,915
510,069
1,931
-
512,000
-
3,047
767,951
770,998
4,931
(11,931)
-
(7,000)
Total income tax provision
$
933,915
$
763,998
F-14
The reconciliation of income tax computed at the U.S. federal statutory rates to the total income tax provision is as follows:
U.S. federal statutory tax rate
Income tax provision reconciliation:
Tax at statutory rate:
Net foreign income subject to lower tax rate
State income taxes, net of federal benefit
Valuation allowance
NOL expiration and adjustments
GILTI
Federal research and development and other credits
Stock-based compensation
Other permanent differences
Other, net
Year Ended June 30,
2021
2020
21.0%
21.0%
$
(472,782) $
(169,276)
(196,719)
(1,400,450)
3,516,695
310,431
(74,288)
(265,485)
(67,893)
(246,318)
342,495
(497,959)
(75,415)
344,793
(206,807)
835,101
(71,962)
-
(183,367)
277,119
$
933,915
$
763,998
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law, which, among other things, is intended
to provide emergency assistance to qualifying businesses and individuals. The CARES Act also suspends the limitation on the deduction of NOLs arising in
taxable years beginning before January 1, 2021, permits a five-year carryback of NOLs arising in taxable years beginning after December 31, 2017 and before
January 1, 2021, and generally modifies the limitation on the deduction for net interest expense to 50% of adjusted taxable income for taxable years beginning
in 2019 and 2020. During fiscal 2020, as a result of the CARES Act, the Company was able to accelerate the recovery of an income tax receivable related to
previously paid alternative minimum tax. The receivable amount of approximately $107,000 as of June 30, 2020 was collected in July 2020. In addition, the
Company elected to utilize the payroll tax deferral under the CARES Act, resulting in cash savings of approximately $325,000, accrued as of June 30, 2021 and
deferred until at least December 31, 2021.
Income Tax Law of the People’s Republic of China
The Company’s Chinese subsidiaries, LPOI and LPOIZ, are governed by the Income Tax Law of the People’s Republic of China concerning the privately run
and foreign invested enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after
appropriate tax adjustments. For both the years ended June 30, 2021 and 2020, the tax rate for LPOIZ was 15%, in accordance with an incentive program for
technology companies. No deferred tax provision has been recorded for China, as the effect is deemed de minimis.
During the years ended June 30, 2021 and 2020, the Company declared intercompany dividends of $4 million and $2 million, respectively, from LPOIZ,
payable to the Company as its parent company. Accordingly, the Company accrued and paid Chinese withholding taxes of $400,000 and $200,000 associated
with the dividend during fiscal 2021 and 2020, respectively. Other than these withholding taxes, this intercompany dividend has no impact on the Consolidated
Financial Statements. As of June 30, 2021, the Company has accrued a further $100,000 of withholding taxes related to future dividends.
Historically, the Company considered unremitted earnings held by its foreign subsidiaries to be permanently reinvested. However, during fiscal 2020, the
Company began declaring intercompany dividends to remit a portion of the historical earnings of its foreign subsidiaries to the U.S. parent company. It is still
the Company’s intent to reinvest a significant portion of the more recent earnings generated by its foreign subsidiaries, however the Company also plans to
repatriate a portion of the historical earnings of its subsidiaries. Based on its previous intent, the Company had not historically provided for future Chinese
withholding taxes on the related earnings. However, during fiscal 2020 the Company began to accrue for these taxes on the portion of historical earnings that it
intends to repatriate.
F-15
Law of Corporate Income Tax of Latvia
The Company’s Latvian subsidiary, ISP Latvia, is governed by the Law of Corporate Income Tax of Latvia. Until December 31, 2017, ISP Latvia was subject to
a statutory income tax rate of 15%. Effective January 1, 2018, the Republic of Latvia enacted tax reform with the following key provisions: (i) corporations are
no longer subject to income tax, but are instead subject to a distribution tax on distributed profits (or deemed distributions, as defined), and (ii) the tax rate was
changed to 20%; however, distribution amounts are first divided by 0.8 to arrive at the taxable amount of profit, resulting in an effective tax rate of 25%. As a
transitional measure, distributions made from earnings prior to January 1, 2018, distributed prior to December 31, 2019, are not subject to tax if declared prior
to December 31, 2019. ISP Latvia has declared an intercompany dividend to be paid to ISP, its U.S. parent company, for the full amount of earnings
accumulated prior to January 1, 2018. Distributions of this dividend will be from earnings prior to January 1, 2018 and, therefore, will not be subject to tax. The
Company currently does not intend to distribute any current earnings generated after January 1, 2018. If, in the future, the Company changes such intention,
distribution taxes, if any, will be accrued as profits are generated.
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows at June 30:
Deferred tax assets:
Net operating loss carryforwards
Stock-based compensation
R&D and other credits
Capitalized R&D expenses
Inventories
Accrued expenses and other
Gross deferred tax assets
Valuation allowance for deferred tax assets
Total deferred tax assets
Deferred tax liabilities:
Depreciation and other
Intangible assets
Total deferred tax liabilities
Net deferred tax assets
Year Ended June 30,
2021
2020
$
$
13,585,000
563,000
2,177,000
564,000
253,000
347,000
17,489,000
(15,644,000)
1,845,000
16,039,000
868,000
2,108,000
487,000
218,000
99,000
19,819,000
(17,044,000)
2,775,000
(255,000)
(1,443,000)
(1,698,000)
147,000
$
(390,000)
(1,726,000)
(2,116,000)
659,000
$
As of June 30, 2019, the Company has also recorded a non-current income tax receivable of $214,000 related to previously paid alternative minimum tax that is
expected to be recovered within the next five years pursuant to certain provisions of the TCJA. During fiscal 2020, approximately $107,000 of this receivable
was collected, and the balance was reclassified to other receivables, current, and subsequently collected in July 2020. No balance remains as of June 30, 2021.
F-16
In assessing the potential future recognition of deferred tax assets, management considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future
taxable income, and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, the Company will need to generate future
taxable income of approximately $61 million prior to the expiration of NOL carry-forwards from 2022 through 2034. Based on the level of historical taxable
income, management has provided for a valuation adjustment against the deferred tax assets of $15,644,000 at June 30, 2021, a decrease of approximately $1.4
million as compared to June 30, 2020. The increase in the valuation allowance for deferred tax assets as compared to the prior year is primarily the result of the
various movements in the current year deferred items. The net deferred tax asset of $147,000 results from federal and state tax credits with indefinite carryover
periods. State income tax expense disclosed on the effective tax rate reconciliation above includes state deferred taxes that are offset by a full valuation
allowance.
At June 30, 2021, in addition to net operating loss carry forwards, the Company also has research and development and other credit carry forwards of
approximately $2,177,000, which will expire from 2022 through 2041. A portion of the NOL carry forwards may be subject to certain limitations of the Internal
Revenue Code Sections 382 and 383, which would restrict the annual utilization in future periods due principally to changes in ownership in prior periods.
10. Compensatory Equity Incentive Plan and Other Equity Incentives
Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation through the Omnibus
Plan, through October 2018 and after that date, the SICP. The awards include incentive stock options, non-qualified stock options and restricted stock unit
(“RSU”) awards. Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the
employee’s requisite service period. The Company estimates the fair value of each stock option as of the date of grant using the Black-Scholes-Merton pricing
model. Most options granted under the Omnibus Plan and the SICP vest ratably over two to four years and generally have ten-year contract lives. The volatility
rate is based on four-year historical trends in common stock closing prices and the expected term was determined based primarily on historical experience of
previously outstanding options. The interest rate used is the U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option
grants that are performance based are evaluated each quarter. If it is determined that meeting the targets is probable, then the compensation expense will be
amortized over the remaining vesting period.
The LightPath Technologies, Inc. Employee Stock Purchase Plan (“2014 ESPP”) was adopted by the Company’s board of directors on October 30, 2014 and
approved by the Company’s stockholders on January 29, 2015. The 2014 ESPP permits employees to purchase Class A common stock through payroll
deductions, which may not exceed 15% of an employee’s compensation, at a price not less than 85% of the market value of the Class A common stock on
specified dates (June 30 and December 31). In no event can any participant purchase more than $25,000 worth of shares of Class A common stock in any
calendar year and an employee cannot purchase more than 8,000 shares on any purchase date within an offering period of 12 months and 4,000 shares on any
purchase date within an offering period of six months. This discount of approximately $3,000 and $2,500 for fiscal 2021 and 2020, respectively, is included in
the selling, general and administrative expense in the accompanying Consolidated Statements Comprehensive Income (Loss), which represents the value of the
10% discount given to the employees purchasing stock under the 2014 ESPP.
These plans are summarized below:
Equity Compensation Arrangement
SICP (or Omnibus Plan)
2014 ESPP
Award Shares
Authorized
5,115,625
400,000
5,515,625
Outstanding at
June 30, 2021
2,194,812
—
2,194,812
Available for
Issuance at June
30, 2021
829,786
298,455
1,128,241
F-17
Grant Date Fair Values and Underlying Assumptions; Contractual Terms—The Company estimates the fair value of each equity option as of the date of
grant. The Company uses the Black-Scholes-Merton pricing model. The 2014 ESPP fair value is the amount of the discount the employee obtains at the date of
the purchase transaction.
For stock options and RSUs granted in the years ended June 30, 2021 and 2020, the Company estimated the fair value of each stock award as of the date of
grant using the following assumptions:
Weighted-average expected volatility
Dividend yields
Weighted-average risk-free interest rate
Weighted-average expected term, in years
Year Ended June 30,
2021
2020
72.0%
0%
0.74%
7.49
65.9%
0%
1.47%
7.49
The assumed forfeiture rates used in calculating the fair value of options and restricted stock unit grants with both performance and service conditions were
20% for each of the years ended June 30, 2021 and 2020. The volatility rate and expected term are based on seven-year historical trends in Class A common
stock closing prices and actual forfeitures. The interest rate used is the U.S. Treasury interest rate for constant maturities.
Information Regarding Current Share-Based Payment Awards — A summary of the activity for share-based payment awards in the years ended June 30,
2021 and 2020 is presented below:
June 30, 2019
Granted
Exercised
Cancelled/Forfeited
June 30, 2020
Granted
Exercised
Cancelled/Forfeited
June 30, 2021
Awards exercisable/
vested as of
June 30, 2021
Awards unexercisable/
unvested as of
June 30, 2021
Stock Options
Restricted Stock Units (RSUs)
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contract
Weighted-
Average
Remaining
Contract
Shares
Shares
979,925 $
1.80
5.5 1,864,526
314,817 $
(29,356) $
(322,811) $
942,575 $
121,933 $
(225,137) $
(406,444) $
432,927 $
1.60
1.35
2.08
1.65
2.97
1.50
1.75
2.01
9.6
484,000
(17,204)
(3,019)
6.5 2,328,303
9.7
296,386
(862,804)
-
8.8 1,761,885
0.9
2.4
0.9
2.3
0.9
110,943 $
1.55
7.9 1,163,298
—
321,984 $
432,927
2.17
9.1
598,587
1,761,885
0.9
F-18
The total intrinsic value of stock options exercised for the years ended June 30, 2021 and 2020 was approximately $344,000 and $35,000, respectively.
The total intrinsic value of stock options outstanding and exercisable at June 30, 2021 and 2020 was approximately $285,000 and $1.2 million, respectively.
The total fair value of stock options vested during the years ended June 30, 2021 and 2020 was approximately $142,000 and $94,000, respectively.
The total intrinsic value of RSUs exercised during the years ended June 30, 2021 and 2020 was approximately $2.8 million and $12,000, respectively.
The total intrinsic value of RSUs outstanding and exercisable at June 30, 2021 and 2020 was approximately $3.0 million and $5.5 million, respectively.
The total fair value of RSUs vested during the years ended June 30, 2021 and 2020 was approximately $1.1 million and $443,000, respectively.
As of June 30, 2021, there was approximately $1.1 million of total unrecognized compensation cost related to non-vested share-based compensation
arrangements, including share options and RSUs, granted under the Omnibus Plan, through October 2018 and after that date, the SICP. The expected
compensation cost to be recognized is as follows:
Fiscal Year Ending:
June 30, 2022
June 30, 2023
June 30, 2024
June 30, 2025
Stock Options
RSUs
$
$
110,128
116,986
94,516
33,885
355,515
$
$
312,766
258,592
132,045
34,707
738,110
$
$
Total
422,894
375,578
226,561
68,592
1,093,625
The table above does not include shares under the Company’s 2014 ESPP, which has purchase settlement dates in the second and fourth fiscal quarters.
RSU awards vest immediately or up to four years from the grant date.
The Company issues new shares of Class A common stock upon the exercise of stock options. The following table is a summary of the number and weighted-
average grant date fair values, estimated using the Black-Scholes-Merton pricing model, regarding the Company’s unexercisable/unvested awards as of June 30,
2021 and 2020 and changes during the two years then ended:
Unexercisable/Unvested Awards
June 30, 2019
Granted
Vested
Cancelled/Forfeited
June 30, 2020
Granted
Vested
Cancelled/Forfeited
June 30, 2021
Stock Options
Shares
RSU Shares
Total Shares
Grant Date Fair Values
(per share)
Weighted-
Average
110,695
314,817
(99,151)
(60,079)
266,282
121,933
(64,636)
(1,595)
321,984
400,144
484,000
(203,147)
(11,471)
669,526
296,386
(367,325)
-
598,587
$
510,839
798,817
$
(302,298) $
(71,550) $
$
935,808
418,319
$
(431,961) $
(1,595) $
$
920,571
2.09
0.79
1.78
2.70
1.10
2.48
1.39
2.85
1.59
F-19
Acceleration of Vesting — The Company does not generally accelerate the vesting of any stock options or RSUs, however in the case of retirements, the Board
of Directors may accelerate vesting.
Financial Statement Effects and Presentation — The following table shows total stock-based compensation expense for the years ended June 30, 2021 and
2020, which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss):
Stock options
RSUs
Total
Year Ended June 30,
2021
2020
$
$
76,616
566,249
642,865
$
$
(59,019)
309,757
250,738
During the year ended June 30, 2020, an unusually large number of grants were forfeited unvested due to the departure of several executives.
11. Earnings (Loss) Per Share
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of Class A common stock outstanding
during each period presented. Diluted earnings (loss) per share is computed similarly to basic earnings (loss) per share except that it reflects the potential
dilution that could occur if dilutive securities or other obligations to issue shares of Class A common stock were exercised or converted into shares of Class A
common stock. The computations for basic and diluted earnings (loss) per share are described in the following table:
Net income (loss)
Weighted-average common shares outstanding:
Basic number of shares
Effect of dilutive securities:
Options to purchase common stock
RSUs
Diluted number of shares
Earnings (loss) per common share:
Basic
Diluted
F-20
Year Ended June 30,
2021
2020
$
(3,185,251) $
866,929
26,314,025
25,853,419
-
-
26,314,025
7,026
1,609,400
27,469,845
$
$
(0.12) $
(0.12) $
0.03
0.03
The following weighted-average potential dilutive shares were not included in the computation of diluted earnings per share, as their effects would be anti-
dilutive:
Options to purchase common stock
RSUs
12. Defined Contribution Plan
Year Ended June 30,
2021
490,703
2,220,710
2,711,413
2020
918,951
518,610
1,437,561
The Company provides retirement benefits to its U.S.-based employees through a defined contribution retirement plan. These benefits are offered under the
Insperity 401(k) plan (the “Insperity Plan”). The Insperity Plan is a defined 401(k) contribution plan that all employees, over the age of 21, are eligible to
participate in after three months of employment. Under the Insperity Plan, the Company matches 100% of the first 2% of employee contributions. As of June
30, 2021, there were 70 employees enrolled in this plan. The Company made matching contributions of approximately $111,000 and $97,000 during the years
ended June 30, 2021 and 2020, respectively.
13. Leases
The Company has operating leases for its manufacturing and office space. As of June 30, 2021, the Company had two lease agreements for its corporate
headquarters and manufacturing facilities in Orlando, Florida. The first lease (the “Orlando Lease”) was amended effective April 30, 2021 to expand the space
from approximately 26,000 square feet to approximately 52,000 square feet. The lease term was extended from April 30, 2022, to that certain date that is one
hundred twenty-seven (127) months after the date the landlord completes certain work to be done at the leased premises. The commencement date is expected
to be May 1, 2022. Minimum rental rates for the extension term were established based on annual increases of approximately three percent (3%). Additionally,
there is one five-year extension option exercisable by the Company. The minimum rental rates for such additional extension option will be determined at the
time an option is exercised and will be based on a “fair market rental rate,” as determined in accordance with the Orlando Lease, as amended. The second lease
was entered into in April 2018 for 12,378 square feet in Orlando, Florida (the “Orlando Lease II”), which provides additional manufacturing and office space
near the Company’s corporate headquarters. The commencement date of the Orlando Lease II was December 1, 2018, and it has a four-year original term with
one renewal option for an additional five-year term. This lease will expire in November 2022 and will not be renewed, as this manufacturing and office space
will be relocated to the expanded space included in the Orlando Lease, as amended.
As of June 30, 2021, the Company, through its wholly-owned subsidiary, LPOI, had a lease agreement for an office facility in Shanghai, China (the “Shanghai
Lease”) for 1,900 square feet. The Shanghai Lease commenced in October 2015. During fiscal 2020, the Shanghai Lease was renewed for an additional three-
year term, and now expires in October 2022.
As of June 30, 2021, the Company, through its wholly-owned subsidiary, LPOIZ, had three lease agreements for manufacturing and office facilities in
Zhenjiang, China for an aggregate of 55,000 square feet. The initial lease (the “Zhenjiang Lease I”) is for approximately 26,000 square feet, and had a five-year
original term with renewal options. In fiscal 2019, the Company renewed the Zhenjiang Lease I and it now expires in June 2022. During fiscal 2018, another
lease was executed for 13,000 additional square feet in this same facility (the “Zhenjiang Lease II”). The Zhenjiang Lease II has a 54-month term, and expires
in December 2021. During fiscal 2019, LPOIZ entered into a third lease agreement for manufacturing space near the existing facility, for an additional 16,000
square feet (the “Zhenjiang Lease III”). The Zhenjiang Lease III has a three-year term and expires in April 2022.
F-21
At June 30, 2021, the Company, through ISP’s wholly-owned subsidiary ISP Latvia, had two lease agreements for a manufacturing and office facility in Riga,
Latvia for an aggregate of 29,000 square feet. The first lease (“Riga Lease I”) was amended in August 2020, to expand the space to approximately 24,000
square feet. The lease term was extended from December 31, 2022 to December 31, 2025. The second lease (“Riga Lease II”), for approximately 5,000 square
feet, had a five-year original term with renewal options, and was set to expire in December 2019. During fiscal 2019, the Riga Lease II was renewed, and now
expires in December 2022.
Until August 31, 2020, the Company, through its wholly-owned subsidiary ISP, had a lease agreement for a manufacturing and office facility in Irvington, New
York (the “ISP Lease”) for 13,000 square feet. The ISP Lease, which had a five-year original term with renewal options, expired in August 2020. As of June 30,
2019, the relocation of the operations formerly housed in this facility was complete and we had ceased use of this facility. See Note 18, Restructuring, to these
Consolidated Financial Statements for additional information.
As discussed in Note 2, Significant Accounting Policies, to these Consolidated Financial Statements, the Company adopted ASC Topic 842 effective July 1,
2019. The Company’s facility leases are classified as operating leases, and the Company also has finance leases related to certain equipment located in Orlando,
Florida. The operating leases for facilities are non-cancelable, expiring through 2022. The Company includes options to renew (or terminate) in the lease term,
and as part of the right-of-use (“ROU”) assets and lease liabilities, when it is reasonably certain that the Company will exercise that option. The Company
currently has obligations under four finance lease agreements, entered into during fiscal years 2018 and 2019, with terms ranging from three to five years. The
leases are for computer and manufacturing equipment.
The Company’s operating lease ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease
term. Two of our operating leases include renewal options, which were not included in the measurement of the operating lease ROU assets and related lease
liabilities. As most of the Company’s leases do not provide an implicit rate, the Company used its collateralized incremental borrowing rate based on the
information available at the commencement date in determining the present value of future payments. Currently, none of the Company’s leases include variable
lease payments that are dependent on an index or rate. The Company is responsible for payment of certain real estate taxes, insurance and other expenses on
certain of its leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. The
Company generally accounts for non-lease components, such as maintenance, separately from lease components. The Company’s lease agreements do not
contain any material residual value guarantees or material restricted covenants. Leases with a term of 12 months or less are not recorded on the Consolidated
Balance Sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
The Company received tenant improvement allowances for the Orlando Lease and for Orlando Lease II. These allowances were used to construct
improvements and are included in leasehold improvements and operating lease liabilities. The balances are being amortized over the corresponding lease terms.
The components of lease expense were as follows:
Operating lease cost
Finance lease cost:
Depreciation of lease assets
Interest on lease liabilities
Total finance lease cost
Total lease cost
Supplemental balance sheet information related to leases was as follows:
Assets:
Operating lease assets
Finance lease assets
Total lease assets
Liabilities:
Current:
Operating leases
Short-term leases
Finance leases
Noncurrent:
Operating leases
Finance leases
Total lease liabilities
Classification
Operating lease assets
Property and equipment, net(1)
Operating lease liabilities, current
Accrued liabilities(2)
Finance lease liabilities, current
Year Ended June 30,
2021
2020
$
682,980
$
646,845
207,931
44,248
252,179
935,159
$
324,058
77,540
401,598
1,048,443
June 30, 2021
June 30, 2020
9,015,498
477,102
9,492,600
$
$
1,220,430
666,519
1,886,949
$
799,507
-
212,212
765,422
97,665
278,040
$
$
$
$
Operating lease liabilities, less current portion
Finance lease liabilities, less current portion
8,461,133
66,801
9,539,653
$
887,766
279,435
2,308,328
$
(1) Finance lease assets are recorded net of accumulated depreciation of approximately $477,000 million as of June 30, 2021.
(2) Represents accrual related to the ISP Lease, which we ceased use of as of June 30, 2019. All remaining lease payments were accrued as of that date,
through the ISP Lease expiration in August 2020.
F-22
Lease term and discount rate information related to leases was as follows:
Lease Term and Discount Rate
June 30, 2021
Weighted Average Remaining Lease Term (in years)
Operating leases
Finance leases
Weighted Average Discount Rate
Operating leases
Finance leases
Supplemental cash flow information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used for operating leases
Operating cash used for finance leases
Financing cash used for finance leases
Future maturities of lease liabilities were as follows as of June 30, 2021:
Fiscal year ending:
June 30, 2022
June 30, 2023
June 30, 2024
June 30, 2025
June 30, 2026
Thereafter
Total future minimum payments
Less imputed interest
Present value of lease liabilities
F-23
10.9
1.4
3.0%
7.8%
Year Ended June 30,
2021
2020
$
$
$
869,668
44,247
278,462
$
$
$
790,199
77,553
487,233
Finance Leases
Operating
Leases
231,783
59,647
11,811
—
—
—
303,241
(24,228)
279,013
$
832,120
1,039,572
943,624
968,324
874,256
6,219,941
10,877,837
(1,617,197)
9,260,640
$
14. Contingencies
The Company from time to time is involved in various legal actions arising in the normal course of business. Management, after reviewing with legal counsel
all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company’s financial position or
results of operations.
In April 2021, the Company terminated several employees of its China subsidiaries, LPOIZ and LPOI, including the General Manager, the Sales Manager, and
the Engineering Manager, after determining that they had engaged in malfeasance and conduct adverse to our interests, including efforts to misappropriate
certain of our proprietary technology, diverting sales to entities owned or controlled by these former employees and other suspected acts of fraud, theft and
embezzlement. In connection with such terminations, the Company’s China subsidiaries have engaged in certain legal proceedings with the terminated
employees.
The Company has incurred various expenses associated with its investigation into these matters prior and subsequent to the termination of the employees and
the associated legal proceedings. These expenses, which included legal, consulting and other business management fees, totaled $718,000 during the year ended
June 30, 2021. Such expenses were recorded as “Selling, general and administrative” expenses in the accompanying Consolidated Statement of Comprehensive
Income (Loss).
The Company also identified a further liability in the amount of $210,000, which may be incurred in the future due to the actions of these employees. This
amount has been accrued as of June 30, 2021, pending further investigation, and included in “Other Expense, net” in the accompanying Consolidated Statement
of Comprehensive Income (Loss).
Knowing that employee transitions in international subsidiaries can lead to lengthy legal proceedings that can interrupt the subsidiary’s ability to operate,
compounded by the fact that our officers could not travel to China to oversee the transitions because of the travel restrictions imposed by COVID-19, the
Company chose to enter into severance agreements with certain of the employees at the time of termination. Pursuant to the severance agreements, LPOIZ and
LPOI agreed to pay such employees severance of approximately $485,000 in the aggregate, to be paid over a six-month period. After the execution of the
severance agreements, we discovered additional wrongdoing by the terminated employees. As a result, LPOIZ and LPOI have not yet paid the severance
payments and have disputed the employees' rights to such payments. However, based on the likelihood that the courts will determine that the Company’s
subsidiaries will ultimately be obligated to pay these amounts, we have accrued for these payments as of June 30, 2021. Such expenses were recorded as
“Selling, general and administrative” expenses in the accompanying Consolidated Statement of Comprehensive Income (Loss).
The Company has transitioned the management of LPOI and LPOIZ to a new management team without any significant detrimental effects on the ability of
those subsidiaries to operate. Management does not expect any material adverse impact to the business operations of LPOI or LPOIZ as result of the transition.
The Company expects to incur additional legal fees and consulting expenses in future periods as all legal options and remedies are pursued; however, such
future fees are expected to be at lower levels than have been incurred to date.
Although the Company has taken steps to minimize the business impacts from the termination of the management employees and transition to new management
personnel, the Company experienced some short-term adverse impacts on LPOIZ’s and LPOI’s domestic sales in China and results of operations in the three-
month period ended June 30, 2021, which management anticipates may continue for the next one to two quarters. The Company has not experienced, nor does
management anticipate, any material adverse impact on LPOIZ’s or LPOI’s production and supply of products to its other subsidiaries for their customers.
The Company’s business, results of operations financial condition, cash flows, and the stock price of its Class A common stock can be adversely affected by
pandemics, epidemics, or other public health emergencies, such as the recent outbreak of the coronavirus (“COVID-19”), which has spread from China to many
other countries across the world, including the United States. In March 2020, the World Health Organization (the “WHO”) declared COVID-19 as a pandemic.
The COVID-19 pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus,
including “stay at home” orders, travel restrictions, business curtailments, school closures, and other measures.
F-24
To date, the Company has not experienced any significant direct financial impact of COVID-19 to its business. However, the COVID-19 pandemic continues to
impact economic conditions, which could impact the short-term and long-term demand from customers and, therefore, has the potential to negatively impact the
Company’s results of operations, cash flows, and financial position in the future. Management is actively monitoring this situation and any impact on our
financial condition, liquidity, and results of operations. However, given the daily evolution of the COVID-19 pandemic and the global responses to curb its
spread, we are not presently able to estimate the effects of the COVID-19 pandemic on our future results of operations, financial, or liquidity in fiscal year 2022
or beyond.
15. Foreign Operations
Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are
translated at average rates of exchange for the period. Gains or losses on the translation of the financial statements of a non-U.S. operation, where the functional
currency is other than the U.S. dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $2.1 million and $736,000
as of June 30, 2021 and 2020, respectively. During the years ended June 30, 2021 and 2020, we also recognized net foreign currency transaction losses of
approximately $1,000 and $214,000, respectively, included in the Consolidated Statements of Comprehensive Income (Loss) in the line item entitled “Other
income (expense), net.”
Assets and net assets in foreign countries are as follows:
Assets
Net assets
China
June 30, 2021
$20.1 million
$16.6 million
June 30, 2020
$19.0 million
$16.2 million
16. Supplier and Customer Concentrations
Latvia
June 30, 2021
$11.3 million
$9.0 million
June 30, 2020
$9.8 million
$8.2 million
The Company utilizes a number of glass compositions in manufacturing its molded glass aspheres and lens array products. These glasses or equivalents are
available from a large number of suppliers, including CDGM Glass Company Ltd., Ohara Corporation, and Sumita Optical Glass, Inc. Base optical materials,
used in certain of the Company’s specialty products, are manufactured and supplied by a number of optical and glass manufacturers. The Company also utilizes
major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass. The Company believes that a satisfactory supply
of such production materials will continue to be available, at reasonable prices or, in some cases, at increased prices, although there can be no assurance in this
regard.
In fiscal 2021, the Company had sales to three customers that comprised an aggregate of approximately 38% of its annual revenue, and 31% of its June 30,
2021 accounts receivable. Sales to these customers as a percentage of our fiscal 2021 revenue include one customer at 18%, another customer at 10%, and the
third customer at 10%. One of these customers comprised 21% of accounts receivable, a second customer comprised 10% of accounts receivable and the other
customer had no accounts receivable balance as of June 30, 2021. In fiscal 2020, the Company had sales to three customers that comprised an aggregate of
approximately 31% of its annual revenue, and 30% of its accounts receivable. Sales to these customers as a percentage of our fiscal 2020 revenue include one
customer at 15%, another customer at 10%, and the third customer at 6%. One of these customers comprised 18% of accounts receivable, and the other two
customers were each less than 10% of accounts receivable as of June 30, 2020. The loss of any of these customers, or a significant reduction in sales to any
such customer, would adversely affect the Company’s revenues.
In fiscal 2021, 68% of the Company’s net revenue was derived from sales outside of the U.S., with 95% of foreign sales derived from customers in Europe and
Asia. In fiscal 2020, 66% of the Company’s net revenue was derived from sales outside of the U.S., with 96% of foreign sales derived from customers in
Europe and Asia.
F-25
17. Loans Payable
BankUnited Loans
On February 26, 2019, the Company entered into a Loan Agreement (the “Loan Agreement”) with BankUnited for (i) a revolving line of credit up to maximum
amount of $2,000,000 (the “BankUnited Revolving Line”), (ii) a term loan in the amount of up to $5,813,500 (“BankUnited Term Loan”), and (iii) a non-
revolving guidance line of credit up to a maximum amount of $10,000,000 (the “Guidance Line” and, together with the BankUnited Revolving Line and
BankUnited Term Loan, the “BankUnited Loans”). Each of the BankUnited Loans is evidenced by a promissory note in favor of BankUnited (the “BankUnited
Notes”).
On May 6, 2019, the Company entered into that certain First Amendment to Loan Agreement, effective February 26, 2019, with BankUnited (the
“Amendment” and, together with the Loan Agreement, the “Amended Loan Agreement”). The Amendment amended the definition of the fixed charge
coverage ratio to more accurately reflect the parties’ understandings at the time the Loan Agreement was executed. On September 9, 2021, the Company
entered into a letter agreement with BankUnited (the “Letter Agreement”). The Letter Agreement: (i) reduces the fixed charge coverage ratio to 1.0 for the
quarter ending September 30, 2021 and to 1.1 for the quarter ended December 31, 2021; (ii) modifies the calculation for both the fixed charge coverage ratio
and the total leverage ratio to provide for adjustments related to expenses incurred in connection with the events at LPOI and LPOIZ, which expenses must be
approved by BankUnited; (iii) terminates the Guidance Line; and (iv) requires approval from BankUnited prior to our being able to draw upon the Revolving
Line, subject to our compliance with the fixed charge coverage ratio for the quarters ending September 30, 2021 and December 31, 2021. The Letter Agreement
also granted the Company a waiver of default arising prior to the Letter Agreement for its failure to comply with the fixed charge coverage ratio measured on
June 30, 2021. Based on the waiver, the Company no longer in default of the Amended Loan Agreement. Finally, in connection with the Letter Agreement, the
Company paid BankUnited a fee equal to $10,000.
BankUnited Revolving Line
Pursuant to the Amended Loan Agreement, BankUnited will make loan advances under the BankUnited Revolving Line to the Company up to a maximum
aggregate principal amount outstanding not to exceed $2,000,000, which proceeds will be used for working capital and general corporate purposes. Pursuant to
the Letter Agreement, advances from the BankUnited Revolving Line will require specific lender approval, which will not be granted in the absence of
compliance with all applicable covenants, as amended. Amounts borrowed under the BankUnited Revolving Line may be repaid and re-borrowed at any time
prior to February 26, 2022, at which time all amounts will be immediately due and payable. The advances under the BankUnited Revolving Line bear interest,
on the outstanding daily balance, at a per annum rate equal to 2.75% above the 30-day LIBOR. Interest payments are due and payable, in arrears, on the first
day of each month. As of June 30, 2021, the applicable interest rate was 2.84% and there were no amounts outstanding under the BankUnited Revolving Line.
BankUnited Term Loan
Pursuant to the Amended Loan Agreement, BankUnited advanced the Company $5,813,500 to satisfy in full the amounts owed to Avidbank and to pay the fees
and expenses incurred in connection with closing of the BankUnited Loans. The BankUnited Term Loan is for a 5-year term, but co-terminus with the
BankUnited Revolving Line should the BankUnited Revolving Line not be renewed beyond February 26, 2022. Management expects the BankUnited
Revolving Line to be renewed. The BankUnited Term Loan bears interest at a per annum rate equal to 2.75% above the 30-day LIBOR. Equal monthly
principal payments of $48,445.83, plus accrued interest, are due and payable, in arrears, on the first day of each month during the term. Upon maturity, all
principal and interest shall be immediately due and payable. As of June 30, 2021, the applicable interest rate was 2.84% and the outstanding balance on the
BankUnited Term Loan was approximately $4.5 million.
Guidance Line
Prior to the Letter Agreement, the Amended Loan Agreement provided that BankUnited, in its sole discretion, could make loan advances to the Company under
the Guidance Line up to a maximum aggregate principal amount outstanding not to exceed $10,000,000, which proceeds could have been used for capital
expenditures and approved business acquisitions. Such advances were required to be in minimum amounts of $1,000,000 for acquisitions and $500,000 for
capital expenditures, and would be limited to 80% of cost or as otherwise determined by BankUnited. Amounts borrowed under the Guidance Line could not be
re-borrowed. The advances under the Guidance Line would bear interest, on the outstanding daily balance, at a per annum rate equal to 2.75% above the 30-day
LIBOR. Interest payments would be due and payable, in arrears, on the first day of each month. On each anniversary of the Amended Loan Agreement,
monthly principal payments would become payable, amortized based on a ten-year term. There were no amounts outstanding under the Guidance Line at June
30, 2021. The Guidance Line was terminated after the end of fiscal 2021 in accordance with the Letter Agreement.
F-26
Security and Guarantees
The Company’s obligations under the Amended Loan Agreement are collateralized by a first priority security interest (subject to permitted liens) in all of its
assets and the assets of the Company’s U.S. subsidiaries, GelTech, and ISP, pursuant to a Security Agreement granted by GelTech, ISP, and the Company in
favor of BankUnited. The Company’s equity interests in, and the assets of, its foreign subsidiaries are excluded from the security interest. In addition, all of the
Company’s subsidiaries have guaranteed the Company’s obligations under the Amended Loan Agreement and related documents, pursuant to Guaranty
Agreements executed by the Company and its subsidiaries in favor of BankUnited.
General Terms
The Amended Loan Agreement contains customary covenants, including, but not limited to: (i) limitations on the disposition of property; (ii) limitations on
changing the Company’s business or permitting a change in control; (iii) limitations on additional indebtedness or encumbrances; (iv) restrictions on
distributions; and (v) limitations on certain investments. The Amended Loan Agreement also contains certain financial covenants, including obligations to
maintain a fixed charge coverage ratio of 1.25 to 1.00 and a total leverage ratio of 4.00 to 1.00. The Letter Agreement granted the Company a waiver of default
arising prior to the Letter Agreement from its failure to comply with the fixed charge coverage ratio measured on June 30, 2021. Based on the waiver, the
Company is no longer in default of the Amended Loan Agreement. As of June 30, 2021, the Company was in compliance with all other covenants.
We may prepay any or all of the BankUnited Loans in whole or in part at any time, without penalty or premium. Late payments are subject to a late fee equal to
five percent (5%) of the unpaid amount. Amounts outstanding during an event of default accrue interest at a rate of five percent (5%) above the 30-day LIBOR
applicable immediately prior to the occurrence of the event of default. The Amended Loan Agreement contains other customary provisions with respect to
events of default, expense reimbursement, and confidentiality.
Financing costs related to the BankUnited Loans were recorded as a discount on debt and are being amortized over the term. Amortization of approximately
$19,000 is included in interest expense for each the years ended June 30, 2021 and 2020.
In December 2020, ISP Latvia entered into an equipment loan with a third party (the “Equipment Loan”), which party is also a significant customer, and which
the Equipment Loan is subordinate to the BankUnited Loans, and collateralized by certain equipment. The initial advance under the Equipment Loan was
225,000 EUR (or USD $275,000), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for
equipment to be delivered at a future date. The Equipment Loan bears interest at a fixed rate of 3.3%. An additional 225,000 EUR (or USD $275,000) is
expected to be drawn when the final payment is due to the vendor for the equipment.
Future maturities of loans payable are as follows:
Fiscal year ending:
June 30, 2022
June 30, 2023
June 30, 2024
June 30, 2025
After June 30, 2025
Total payments
Less current portion
Non-current portion
BankUnited
Term Loan
Equipment Loan
Unamortized
Debt Costs
$
$
581,350
581,350
3,342,763
$
4,505,463
$
55,075
55,075
55,075
55,075
15,974
236,274
(18,572) $
(18,572)
(12,382)
-
-
$
(49,526)
$
Total
617,853
617,853
3,385,456
55,075
15,974
4,692,211
(634,846)
4,057,365
End of Consolidated Financial Statements
F-27
Pursuant to the requirements of Section 13 or 15(d) 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: September 13, 2021
LIGHTPATH TECHNOLOGIES, INC.
By: /s/ Shmuel Rubin
Shmuel Rubin
President & Chief Executive Officer
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 and
in the capacities and on the dates indicated.
/s/ SHMUEL RUBIN
Shmuel Rubin
President & Chief Executive Officer
(Principal Executive Officer)
/s/ LOUIS LEEBURG
Louis Leeburg
Director (Chairman of the Board)
/s/ M. SCOTT FARIS
M. Scott Faris
Director
/s/ CRAIG DUNHAM
Craig Dunham
Director
/s/ S. ERIC CREVISTON
S. Eric Creviston
Director
September 13, 2021
September 8, 2021
September 10, 2021
September 8, 2021
September 9, 2021
/s/ ALBERT MIRANDA
Albert Miranda
Chief Financial Officer
(Principal Financial Officer)
/s/ SOHAIL KHAN
Sohail Khan
Director
/s/ JOSEPH MENAKER
Joseph Menaker
Director
/s/ DARCIE PECK
Darcie Peck
Director
September 13, 2021
September 9, 2021
September 8, 2021
September 8, 2021
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED
The following is a summary of all material characteristics of the capital stock of LightPath Technologies, Inc., a Delaware corporation (“LightPath,” the
“Company,” “we,” “us,” or “our”) as set forth in our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) and our Amended and
Restated Bylaws, as further amended (the “Bylaws”), and as registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The summary does not purport to be complete and is qualified in its entirety by reference to our Certificate of Incorporation and our Bylaws, each of
which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part and to the provisions of the Delaware
General Corporate Law (the “DGCL”). We encourage you to review complete copies of our Certificate of Incorporation and our Bylaws, and the applicable
provisions of the DGCL for additional information.
Exhibit 4.1
General
Our authorized capital stock consists of 55,000,000 shares, divided into 50,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”),
and 5,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). Under our Certificate of Incorporation, our board of directors (our
“Board”) has the authority to issue such shares of Common Stock and Preferred Stock in one or more classes or series, with such voting powers, designations,
preferences and relative, participating, optional or other special rights, if any, and such qualifications, limitations or restrictions thereof, if any, as shall be
provided for in a resolution or resolutions adopted by our Board and filed as designations.
Class A Common Stock
Of the 50,000,000 shares of Common Stock authorized in our Certificate of Incorporation, our Board has designated 44,500,000 shares as Class A common
stock, par value $0.01 per share (the “Class A Common Stock”). As of September 7, 2021, 26,994,534 shares of our Class A Common Stock were outstanding.
The remaining 5,500,000 shares of authorized Common Stock were designated as Class E-1 Common Stock, Class E-2 Common Stock, or Class E-3 Common
Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock.
Holders of our Class A Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including the
election of directors, and are entitled to receive dividends when and as declared by our Board out of funds legally available therefore for distribution to
stockholders and to share ratably in the assets legally available for distribution to stockholders in the event of the liquidation or dissolution, whether voluntary
or involuntary, of LightPath. We have not paid any dividends and do not anticipate paying any dividends on our Class A Common Stock in the foreseeable
future. It is our present policy to retain earnings, if any, for use in the development of our business. Our Class A Common Stockholders do not have cumulative
voting rights in the election of directors and have no preemptive, subscription, or conversion rights. Our Class A Common Stock is not subject to redemption by
us.
As of September 7, 2021, we have reserved for issuance 1,761,885 shares of our Class A Common Stock underlying outstanding restricted stock units, 432,927
shares of our Class A Common Stock for issuance upon the exercise of outstanding stock options, 829,786 shares of our Class A Common Stock for issuance
under the 2018 Stock and Incentive Compensation Plan, and 298,455 shares of our Class A Common Stock for issuance under our 2014 Employee Stock
Purchase Plan.
The transfer agent and registrar for our Class A Common Stock is Computershare Trust Company, N.A.
Preferred Stock
Of the 5,000,000 shares of Preferred Stock authorized, our Board has previously designated:
●
●
●
●
●
250 shares of Preferred Stock as Series A Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into
shares of our Class A Common Stock and may not be reissued;
300 shares of Preferred Stock as Series B Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into
shares of our Class A Common Stock and may not be reissued;
500 shares of Preferred Stock as Series C Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into
shares of our Class A Common Stock and may not be reissued;
500,000 shares of Preferred Stock as Series D Preferred Stock, none of which have been issued; however, in 1998, our Board declared a dividend
distribution as a right to purchase one share of Series D Preferred Stock for each outstanding share of Class A Common Stock upon occurrence of
certain events. The rights expired on February 28, 2021; and
500 shares of our Preferred Stock as Series F Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted
into shares of our Class A Common Stock and may not be reissued.
Of the 5,000,000 shares of Preferred Stock, 4,498,450 shares of our Preferred Stock remain available for designation by our Board. Accordingly, our Board is
empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the
voting power or other rights of the holders of Common Stock. The issuance of Preferred Stock could have the effect of restricting dividends on the Class A
Common Stock, diluting the voting power of the Class A Common Stock, impairing the liquidation rights of the Class A Common Stock, or delaying or
preventing a change in control of us, all without further action by our stockholders.
Options
As of September 8, 2021, we had 432,927 shares of our Class A Common Stock underlying stock options outstanding, having a weighted-average exercise
price of approximately $2.01 per share.
Certain Provisions of our Certificate of Incorporation, our Bylaws, and the DGCL
Certain provisions in our Certificate of Incorporation and Bylaws, as well as certain provisions of the DGCL, may be deemed to have an anti-takeover effect
and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might
result in a premium being paid over the market price of the shares held by stockholders. These provisions contained in our Certificate of Incorporation and
Bylaws include the items described below.
● Classified Board. Our Certificate of Incorporation provides that our Board is to be divided into three classes, as nearly equal in number as possible,
with directors in each class serving three-year terms. Provisions of this type may serve to delay or prevent an acquisition of us or a change in our
directors and officers.
● No Written Consents. Our Certificate of Incorporation and Bylaws provide that all stockholder actions must be effected at a duly called meeting of
●
●
stockholders and not by written consent.
Special Meetings of Stockholders. Our Bylaws provide that special meetings of our stockholders may be called only by the Chairman of the Board,
President, or a majority of our Board.
Stockholder Advance Notice Procedures. Our Bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to
nominate candidates for election as directors at a meeting of stockholders must provide timely notice in writing and also specify requirements as to the
form and content of a stockholder’s notice. These provisions may delay or preclude stockholders from bringing matters before a meeting of our
stockholders or from making nominations for directors at a meeting of stockholders, which could delay or deter takeover attempts or changes in our
management.
● No Cumulative Voting. Our Certificate of Incorporation does not include a provision for cumulative voting for directors. Under cumulative voting, a
●
minority stockholder holding a sufficient percentage of a class of shares could be able to ensure the election of one or more directors.
Exclusive Forum. Our Bylaws provide that unless we consent in writing to the selection of an alternative forum, the courts in the State of Delaware
are, to the fullest extent permitted by applicable law, the sole and exclusive forum for any claims, including claims in the right of the Company,
brought by a stockholder (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as
to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware.
● Undesignated Preferred Stock. Because our Board has the power to establish the preferences and rights of the shares of any additional series of
Preferred Stock, it may afford holders of any Preferred Stock preferences, powers, and rights, including voting and dividend rights, senior to the rights
of holders of our Class A Common Stock, which could adversely affect the holders of our Class A Common Stock and could discourage a takeover of
us even if a change of control of LightPath would be beneficial to the interests of our stockholders.
These and other provisions contained in our Certificate of Incorporation and Bylaws are expected to discourage coercive takeover practices and inadequate
takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board. However, these
provisions could delay or discourage transactions involving an actual or potential change in control of us, including transactions in which stockholders might
otherwise receive a premium for their shares over then current prices. Such provisions could also limit the ability of stockholders to remove current
management or approve transactions that stockholders may deem to be in their best interests.
In addition, we are subject to the provisions of Section 203 of the DGCL. Section 203 of the DGCL prohibits a publicly-held Delaware corporation from
engaging in a “business combination” with an “interested stockholder” for a period of three years after the person became an interested stockholder, unless:
●
The board of directors of the corporation approved the business combination or other transaction in which the person became an interested stockholder
prior to the date of the business combination or other transaction;
● Upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding,
shares owned by persons who are directors and also officers of the corporation and shares issued under which employee participants do not have the
right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business combination
and the stockholders of the corporation authorized the business combination at an annual or special meeting of stockholders by the affirmative vote of
at least 66-2/3% of the outstanding voting stock of the corporation that is not owned by the interested stockholder.
●
A “business combination” includes mergers, asset sales, and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain
exceptions, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within the prior three years did own, 15% or more of a
corporation’s voting stock.
Section 203 of the DGCL could depress our stock price and delay, discourage, or prohibit transactions not approved in advance by our Board, such as takeover
attempts that might otherwise involve the payment to our stockholders of a premium over the market price of our Class A Common Stock.
Subsidiaries
Exhibit 21.1
GelTech Inc.
LightPath Optical Instrumentation (Shanghai) Co., Ltd
LightPath Optical Instrumentation (Zhenjiang) Co., Ltd
ISP Optics Corporation
ISP Optics Latvia, SIA
Delaware
People’s Republic of China
People’s Republic of China
New York
Latvia
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
LightPath Technologies, Inc.
Orlando, Florida
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-23515, 333-23511, 333-41705, 333-92017, 333-
121389, 333-121385, 333-96083, 333-50976, 333-50974, 333-155044, 333-188482, 333-201871, 333-201872 and 333-221665), Form S-3 (Nos. 333-113814,
333-37443, 333-39641, 333-47905, 333-86185, 333-93179, 333-94303, 333-31014, 333-37622, 333-47992, 333-51474, 333-75528, 333-127053, 333-133772,
333-146550, 333-153743, 333-159603, 333-162342, 333-163416, 333-166633, 333-182240 and 333-223028) and Form S-1 (No. 333-213860) of LightPath
Technologies, Inc., of our report dated September 13, 2021, relating to the consolidated financial statements, which appear in this Annual Report on Form 10-K.
/s/ MSL, P.A.
Orlando, Florida
September 13, 2021
POWER OF ATTORNEY
Exhibit 24
KNOW ALL BY THESE PRESENTS, that the undersigned constitutes and appoints Shmuel Rubin and Albert Miranda, and each of them, his true and lawful
attorneys’-in-fact and agents, with full power of substitution and resubstitution, for and in his name, place and stead, in any and all capacities, to sign the
Annual Report on Form 10-K for the fiscal year ended June 30, 2021, and any and all amendments thereto and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and
purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on this _10th_ day of September 2021 by the following persons.
/s/ Louis Leeburg
Louis Leeburg
Director (Chairman of the Board)
/s/ Shmuel Rubin
Shmuel Rubin
President & Chief Executive Officer
/s/ Sohail Khan
Sohail Khan
Director
/s/ M. Scott Faris
M. Scott Faris
Director
/s/ S. Eric Creviston
S. Eric Creviston
Director
/s/ Craig Dunham
Craig Dunham
Director
/s/ Darcie Peck
Darcie Peck
Director
/s/ Joseph Menaker
Joseph Menaker
Director
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
Exhibit 31.1
I, Shmuel Rubin, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended June 30, 2021 of LightPath Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: September 13, 2021
/s/ Shmuel Rubin
Shmuel Rubin
President and Chief Executive Officer
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
Exhibit 31.2
I, Albert Miranda, certify that:
1. I have reviewed this annual report on Form 10-K for the year ended June 30, 2021 of LightPath Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, 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;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: September 13, 2021
/s/ Albert Miranda
Albert Miranda
Chief Financial Officer
Certification of Chief Executive Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
Exhibit 32.1
Pursuant to U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of LightPath
Technologies, Inc. (the "Company") does hereby certify, to the best of such officer's knowledge, that:
1.
2.
The Annual Report on Form 10-K of the Company for the annual period ended June 30, 2021 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: September 13, 2021
/s/ Shmuel Rubin
Shmuel Rubin
President and Chief Executive Officer
The certifications set forth above are being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to LightPath
Technologies, Inc. and will be retained by LightPath Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
Pursuant to U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of LightPath
Technologies, Inc. (the "Company") does hereby certify, to the best of such officer's knowledge, that:
1. The Annual Report on Form 10-K of the Company for the annual period ended June 30, 2021 (the "Report") fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Dated: September 13, 2021
/s/ Albert Miranda
Albert Miranda
Chief Financial Officer
The certifications set forth above are being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended.
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to LightPath
Technologies, Inc. and will be retained by LightPath Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 10.21
September 9, 2021
LightPath Technologies, Inc. 2603 Challenger Tech Court Suite 100
Orlando, Florida 32826
Attention: Sam Rubin, President and CEO
Re:
Loan Agreement dated February 26, 2019 by and between LightPath Technologies, Inc. et. al. and BankUnited, N.A. as amended (the
“Loan Agreement”)
Dear Mr. Rubin:
NOTICE OF DEFAULT AND WAIVER
Under the terms of the referenced Loan Agreement LightPath Technologies, Inc. (“Borrower”) is required to maintain a minimum Fixed Charge
Coverage Ratio (defined in the Loan Agreement) of 1.25 to 1.00 to be tested quarterly. As of June 30, 2021 you were not in compliance with that covenant
(“Covenant Default”).
BankUnited, N.A. (“Lender”) is waiving the June 30, 2021 covenant non-compliance.
We will modify the Fixed Charge Coverage Ratio Covenant through maturity (the next two quarterly tests) to (a) allow specific and approved
China/fraud-related add-backs, and (b) reduce the ratio to 1.0x for September 30, 2021 and 1.10x for December 31, 2021. The existing covenant of
maximum Total Leverage Ratio of 4.00 to 1.00, tested quarterly, will also allow said add-backs.
This waiver and modification is conditioned on:
1.
2.
3.
Cancellation of the Guidance Line Facility
Fundings under the Revolving Credit Facility will require specific Lender approval, which will not be granted in the absence of compliance
with the amended September 30, 2021 and the December 31, 2021 Fixed Charge Coverage Ratio Covenant.
$10,000 Default & Waiver Fee paid to BankUnited, N.A
LightPath Technologies, Inc.
Notice of Default and Waiver
Page 2
September 9, 2021
The foregoing waiver is without prejudice to all of the rights and remedies afforded Lender in the Loan Agreement and the related loan documents
(the “Loan Documents”) for any other breach thereof, all of which rights and remedies are hereby expressly reserved.
The Covenant Default described herein does not necessarily constitute all of the defaults or Events of Default which currently may exist under the
Loan Documents, and the specific reference to the Covenant Default is not intended to, nor shall, be a waiver or implied waiver thereof.
In no event and under no circumstance shall this letter or the prior or future collection of any principal, interest or fees by Lender be construed to:
(i) cure any Covenant Default or any other default or Event of Default (whether described or referred to herein or otherwise), (ii) waive, limit, prejudice,
condition or otherwise adversely affect any rights, remedies, privileges or powers of Lender under the Loan Documents or applicable law (including,
without limitation, Lender’s right to foreclosure on any and all collateral covered by the Loan Documents), all of which are hereby expressly reserved, (iii)
cause a modification or amendment of the Loan Documents, except as expressly set forth herein, (iv) modify, change, diminish, postpone or release any of
Borrower’s obligations or liabilities under the Loan Documents or any other liability Borrower may have to Lender, or (v) limit Lender’s right to demand
any and all sums which are or may hereafter become due and payable under the Loan Documents or otherwise including, without limitation, collection costs
and attorney’s fees.
This letter is not intended to establish a custom or course of dealing between Borrower and Lender. The delivery by Lender of this letter shall not
constitute or create a right to notice or demand on any future occasion that is not otherwise required under the Loan Documents.
By signing this Notice of Default and Waiver you authorize BankUnited, N.A. to debit your operating account for the $10,000.00 fee and
reasonable legal fees incurred for the processing of the waiver. You will also be responsible to reimburse us for any other reasonable outside counsel legal
fees that may be incurred.
Very truly yours,
/s/ Joseph M. Disanti
Joseph M. Disanti
Senior Vice President
cc:
Alissa K. Lugo, Esq.
Baker Hostetler SunTrust Center
200 South Orange Ave, Suite 2300
Orlando, Florida 32801-3432
LightPath Technologies, Inc.
Notice of Default and Waiver
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September 9, 2021
Agreed:
LightPath Technologies, Inc.
/s/ Sam Rubin
By: Sam Rubin, President & CEO (print name)