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Emcore (EMKR)

Filed: 7 May 20, 4:38pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

or

◻   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

 

Commission File Number 001‑36632

 

Picture 1

 

 EMCORE Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

New Jersey

    

22‑2746503

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

2015 W. Chestnut Street, Alhambra, California, 91803

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (626) 293‑3400

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common stock, no par value

EMKR

The Nasdaq Stock Market LLC (Nasdaq Global Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes    ◻ No

 

Indicate by check mark whether the registrant has submitted electronically 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, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.     ◻ Large accelerated filer       ☑Accelerated filer       ☐ Non-accelerated filer      ☑ Smaller reporting company     ◻ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ◻

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act).  ◻ Yes  ☑No

 

As of May 4, 2020, the number of shares outstanding of our no par value common stock totaled 29,371,636.

 

 

 

 

 

CAUTIONARY STATEMENT

REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10‑Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports and statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate, including the expected impact of the COVID-19 pandemic on our business and operations. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will,” “would,” and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as our expected liquidity, development of new products, enhancements or technologies, sales levels, expense levels, expectations regarding the outcome of legal proceedings and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation the following: (a)  uncertainties regarding the effects of the COVID-19 pandemic and the impact of measures intended to reduce its spread on our business and operations, which is evolving and beyond our control; (b) the rapidly evolving markets for the Company’s products and uncertainty regarding the development of these markets; (c) the Company’s historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; (d) delays and other difficulties in commercializing new products; (e) the failure of new products: (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered by our competitors; (f) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (g) actions by competitors; (h) risks and uncertainties related to applicable laws and regulations, including the impact of changes to applicable tax laws and tariff regulations; (i) acquisition-related risks, including that (1) the revenues and net operating results obtained from the Systron Donner Inertial, Inc. ("SDI") business may not meet our expectations, (2) the costs and cash expenditures for integration of the SDI business operations may be higher than expected, (3) there could be losses and liabilities arising from the acquisition of SDI that we will not be able to recover from any source, and (4) we may not realize sufficient scale in our navigation systems product line from the SDI acquisition and will need to take additional steps, including making additional acquisitions, to achieve our growth objectives for this product line; (j) risks related to our ability to obtain capital; (k) risks related to the transition of certain of our manufacturing operations from our Beijing facility to a contract manufacturer’s facility; and (l) other risks and uncertainties discussed in Part II, Item 1A, Risk Factors in this Quarterly Report on Form 10-Q and in Part I, Item 1A, Risk Factors in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019, as such risk factors may be amended, supplemented or superseded from time to time by our subsequent periodic reports we file with the Securities and Exchange Commission (“SEC”). These cautionary statements apply to all forward-looking statements wherever they appear in this Quarterly Report.

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. All forward-looking statements in this Quarterly Report are made as of the date hereof, based on information available to us as of the date hereof, and subsequent facts or circumstances may contradict, obviate, undermine, or otherwise fail to support or substantiate such statements. We caution you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in this Quarterly Report on Form 10‑Q and our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019. Certain information included in this Quarterly Report may supersede or supplement forward-looking statements in our other reports filed with the SEC. We assume no obligation to update any forward-looking statement to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.

 

 

3

PART I. Financial Information.

ITEM 1.Financial Statements

EMCORE CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Loss

For three and six months ended March 31, 2020 and 2019

(in thousands, except per share data)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

March 31, 

 

March 31, 

 

    

2020

    

2019

    

2020

    

2019

Revenue

 

$

23,850

 

$

21,745

 

$

49,332

 

$

45,746

Cost of revenue

 

 

17,423

 

 

15,936

 

 

35,431

 

 

34,129

Gross profit

 

 

6,427

 

 

5,809

 

 

13,901

 

 

11,617

Operating expense:

 

 

  

 

 

  

 

 

  

 

 

  

Selling, general, and administrative

 

 

7,139

 

 

6,996

 

 

13,026

 

 

14,589

Research and development

 

 

4,584

 

 

4,360

 

 

9,226

 

 

8,379

Gain from change in estimate on ARO obligation

 

 

 —

 

 

(40)

 

 

 —

 

 

(40)

Gain on sale of assets

 

 

(315)

 

 

 —

 

 

(1,917)

 

 

 —

Total operating expense

 

 

11,408

 

 

11,316

 

 

20,335

 

 

22,928

Operating loss

 

 

(4,981)

 

 

(5,507)

 

 

(6,434)

 

 

(11,311)

Other income:

 

 

  

 

 

  

 

 

  

 

 

  

Interest income (expense), net

 

 

 1

 

 

224

 

 

(14)

 

 

491

Foreign exchange (loss) gain

 

 

(156)

 

 

304

 

 

(9)

 

 

318

Total other (expense) income

 

 

(155)

 

 

528

 

 

(23)

 

 

809

Loss before income tax expense

 

 

(5,136)

 

 

(4,979)

 

 

(6,457)

 

 

(10,502)

Income tax benefit (expense)

 

 

55

 

 

(15)

 

 

41

 

 

(30)

Net loss

 

$

(5,081)

 

$

(4,994)

 

$

(6,416)

 

$

(10,532)

Foreign exchange translation adjustment

 

 

29

 

 

13

 

 

(7)

 

 

27

Comprehensive loss

 

$

(5,052)

 

$

(4,981)

 

$

(6,423)

 

$

(10,505)

Per share data:

 

 

  

 

 

  

 

 

  

 

 

  

Net loss per basic and diluted share

 

$

(0.18)

 

$

(0.18)

 

$

(0.22)

 

$

(0.38)

Weighted-average number of basic and diluted shares outstanding used in computing net loss per share

 

 

29,033

 

 

27,652

 

 

28,931

 

 

27,592

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

EMCORE CORPORATION

Condensed Consolidated Balance Sheets

As of March 31, 2020 and September 30, 2019

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

    

As of

    

As of

 

 

March 31, 

 

September 30, 

 

 

2020

 

2019

ASSETS

 

 

  

 

 

  

Current assets:

 

 

  

 

 

  

Cash and cash equivalents

 

$

22,030

 

$

21,574

Restricted cash

 

 

60

 

 

403

Accounts receivable, net of allowance of $249 and $148, respectively

 

 

19,818

 

 

18,497

Contract assets

 

 

1,978

 

 

1,055

Inventory

 

 

23,582

 

 

24,051

Prepaid expenses and other current assets

 

 

5,183

 

 

6,389

Assets held for sale

 

 

1,661

 

 

 —

Total current assets

 

 

74,312

 

 

71,969

Property, plant, and equipment, net

 

 

20,894

 

 

37,223

Goodwill

 

 

69

 

 

69

Operating lease right-of-use assets

 

 

15,202

 

 

 —

Other intangible assets, net

 

 

220

 

 

239

Other non-current assets

 

 

217

 

 

62

Total assets

 

$

110,914

 

$

109,562

LIABILITIES and SHAREHOLDERS’ EQUITY

 

 

  

 

 

  

Current liabilities:

 

 

  

 

 

  

Borrowings from credit facility

 

$

 —

 

$

5,497

Accounts payable

 

 

10,422

 

 

10,701

Accrued expenses and other current liabilities

 

 

10,400

 

 

14,521

Operating lease liabilities - current

 

 

1,048

 

 

 —

Total current liabilities

 

 

21,870

 

 

30,719

Operating lease liabilities - non-current

 

 

14,225

 

 

 —

Asset retirement obligations

 

 

2,006

 

 

1,890

Other long-term liabilities

 

 

 —

 

 

207

Total liabilities

 

 

38,101

 

 

32,816

Commitments and contingencies (Note 13)

 

 

  

 

 

  

Shareholders’ equity:

 

 

  

 

 

  

Common stock, no par value, 50,000 shares authorized; 36,201 shares issued and 29,291 shares outstanding as of March 31, 2020; 35,803 shares issued and 28,893 shares outstanding as of September 30, 2019

 

 

742,416

 

 

739,926

Treasury stock at cost; 6,910 shares

 

 

(47,721)

 

 

(47,721)

Accumulated other comprehensive income

 

 

943

 

 

950

Accumulated deficit

 

 

(622,825)

 

 

(616,409)

Total shareholders’ equity

 

 

72,813

 

 

76,746

Total liabilities and shareholders’ equity

 

$

110,914

 

$

109,562

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

EMCORE CORPORATION

Condensed Consolidated Statements of Shareholders’ Equity

For the three and six months ended March 31, 2020 and 2019

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

March 31, 

 

March 31, 

 

    

2020

    

2019

    

2020

    

2019

Shares of Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

 

28,948

 

 

27,668

 

 

28,893

 

 

27,577

Stock-based compensation

 

 

111

 

 

121

 

 

166

 

 

212

Stock option exercises

 

 

 1

 

 

 1

 

 

 1

 

 

 1

Issuance of restricted stock units

 

 

116

 

 

 —

 

 

116

 

 

 —

Issuance of common stock - ESPP

 

 

115

 

 

66

 

 

115

 

 

66

Balance, end of period

 

 

29,291

 

 

27,856

 

 

29,291

 

 

27,856

Value of Common Stock

 

 

  

 

 

  

 

 

  

 

 

  

Balance, beginning of period

 

$

740,680

 

$

734,341

 

$

739,926

 

$

734,066

Stock-based compensation

 

 

1,045

 

 

722

 

 

1,846

 

 

1,147

Stock option exercises

 

 

 2

 

 

 1

 

 

 2

 

 

 1

Tax withholding paid on behalf of employees for stock-based awards

 

 

 —

 

 

(44)

 

 

(47)

 

 

(194)

Issuance of restricted stock units

 

 

410

 

 

 —

 

 

410

 

 

 —

Issuance of common stock - ESPP

 

 

279

 

 

237

 

 

279

 

 

237

Balance, end of period

 

 

742,416

 

 

735,257

 

 

742,416

 

 

735,257

Treasury stock, beginning and ending of period

 

 

(47,721)

 

 

(47,721)

 

 

(47,721)

 

 

(47,721)

Accumulated Other Comprehensive Income

 

 

  

 

 

  

 

 

  

 

 

  

Balance, beginning of period

 

 

914

 

 

899

 

 

950

 

 

885

Translation adjustment

 

 

29

 

 

13

 

 

(7)

 

 

27

Balance, end of period

 

 

943

 

 

912

 

 

943

 

 

912

Accumulated Deficit

 

 

  

 

 

  

 

 

  

 

 

  

Balance, beginning of period

 

 

(617,744)

 

 

(585,963)

 

 

(616,409)

 

 

(580,425)

Net loss

 

 

(5,081)

 

 

(4,994)

 

 

(6,416)

 

 

(10,532)

Balance, end of period

 

 

(622,825)

 

 

(590,957)

 

 

(622,825)

 

 

(590,957)

Total Shareholders’ Equity

 

$

72,813

 

$

97,491

 

$

72,813

 

$

97,491

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

EMCORE CORPORATION

Condensed Consolidated Statements of Cash Flows

For the six months ended March 31, 2020 and 2019

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

For the six months ended March 31, 

 

    

2020

    

2019

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(6,416)

 

$

(10,532)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

  

 

 

  

Depreciation and amortization expense

 

 

3,313

 

 

3,228

Stock-based compensation expense

 

 

1,846

 

 

1,147

Provision adjustments related to doubtful accounts

 

 

111

 

 

 —

Provision adjustments related to product warranty

 

 

100

 

 

105

Net gain on disposal of property, plant and equipment

 

 

(1,917)

 

 

 —

Other

 

 

(100)

 

 

(316)

Total non-cash adjustments

 

 

3,353

 

 

4,164

Changes in operating assets and liabilities:

 

 

  

 

 

  

Accounts receivable

 

 

(2,353)

 

 

(789)

Inventory

 

 

522

 

 

699

Other assets

 

 

(13,803)

 

 

(3,247)

Accounts payable

 

 

498

 

 

(265)

Accrued expenses and other current liabilities

 

 

10,671

 

 

2,909

Total change in operating assets and liabilities

 

 

(4,465)

 

 

(693)

Net cash used in operating activities

 

 

(7,528)

 

 

(7,061)

Cash flows from investing activities:

 

 

  

 

 

  

Purchase of equipment

 

 

(2,418)

 

 

(5,576)

Proceeds from disposal of property, plant and equipment

 

 

14,904

 

 

 —

Net cash provided by (used in) investing activities

 

 

12,486

 

 

(5,576)

Cash flows from financing activities:

 

 

  

 

 

  

Net payments on credit facilities

 

 

(5,497)

 

 

 —

Proceeds from exercise of equity awards

 

 

281

 

 

238

Issuance of restricted stock units

 

 

410

 

 

 —

Taxes paid related to net share settlement of equity awards

 

 

(47)

 

 

(194)

Net cash (used in) provided by financing activities

 

 

(4,853)

 

 

44

Effect of exchange rate changes provided by foreign currency

 

 

 8

 

 

35

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

113

 

 

(12,558)

Cash, cash equivalents and restricted cash at beginning of period

 

 

21,977

 

 

63,195

Cash, cash equivalents and restricted cash at end of period

 

$

22,090

 

$

50,637

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

  

 

 

  

Cash paid during the period for interest

 

$

83

 

$

56

Cash paid during the period for income taxes

 

$

59

 

$

59

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

  

 

 

  

Changes in accounts payable related to purchases of equipment

 

$

(762)

 

$

481

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

EMCORE Corporation

Notes to our Condensed Consolidated Financial Statements

NOTE 1.            Description of Business

Business Overview

EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997 and is listed on the Nasdaq stock exchange under the ticker symbol EMKR. EMCORE pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of Cable TV (“CATV”) directly on fiber, and today is a leading provider of advanced Mixed-Signal Optics products that enable communications systems and service providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to provide the aerospace and defense markets with state-of-the-art navigation systems technology. With the acquisition of Systron Donner Inertial, Inc. (“SDI”), a navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMS technology, in June 2019, EMCORE further expanded its portfolio of gyros and inertial sensors with SDI’s quartz MEMS gyro and accelerometer technology. EMCORE has fully vertically-integrated manufacturing capability through our indium phosphide compound semiconductor wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz processing and sensor manufacturing facility in Concord, CA. These facilities support EMCORE’s vertically-integrated manufacturing strategy for quartz and fiber optic gyro products, for navigation systems, and for our chip, laser, transmitter, and receiver products for broadband applications.  

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information, and with the instructions to Form 10‑Q and Rule 10‑01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In our opinion, the interim financial statements reflect all normal adjustments that are necessary to provide a fair presentation of the financial results for the interim periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for an entire fiscal year. The condensed consolidated balance sheet as of September 30, 2019 has been derived from the audited consolidated financial statements as of such date. For a more complete understanding of our business, financial position, operating results, cash flows, risk factors and other matters, please refer to our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. If these estimates differ significantly from actual results, the impact to the condensed consolidated financial statements may be material. There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019. Please refer to Part II, Item 7 of our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019 for a discussion of our critical accounting policies and estimates. 

NOTE 2.            Recent Accounting Pronouncements

(a)

New Accounting Updates Recently Adopted

·

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). ASU 2016-02 introduces a lessee model that requires recognition of assets and liabilities arising from qualified leases on the consolidated balance sheets and disclosure of

8

qualitative and quantitative information about lease transactions. The new standard was effective for our fiscal year beginning October 1, 2019. We adopted Topic 842 using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at the beginning of the period of adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which, among other things, allowed us to carry forward the historical lease classification and we elected the hindsight practical expedient to determine the lease term for existing leases. Additionally, the Company elected an accounting policy to not record operating lease right-of-use assets and lease liabilities for leases with an initial term of twelve months or less on its condensed consolidated balance sheet. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

Adoption of the new standard resulted in the recording of net operating lease right-of-use assets of $4.8 million and operating lease liabilities of $4.8 million, as of October 1, 2019. The standard did not have an impact on our consolidated results of operations or cash flow.

·

The impact of the adoption of Accounting Standards Codification (“ASC”) 842 on the balance sheet as of October 1, 2019 was: 

 

 

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

 

 

 

 

Balance

 

 

 

September 30, 2019

 

 

Increase

 

 

October 1, 2019

(in thousands)

 

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

$

 -

 

$

4,800

 

$

4,800

Total assets

 

 

109,562

 

 

4,800

 

 

114,362

Operating lease liabilities 

 

 

 -

 

 

800

 

 

800

Total current liabilities

 

 

30,719

 

 

800

 

 

31,519

Operating lease liabilities non-current

 

 

 -

 

 

4,000

 

 

4,000

Total liabilities

 

 

32,816

 

 

4,800

 

 

37,616

Total liabilities and equity

 

 

109,562

 

 

4,800

 

 

114,362

 

In connection with the sale/leaseback of non-residential real estate on February 10, 2020, the Company recorded an additional operating lease right-of-use (“ROU”) assets and operating lease liabilities of $10.8 million during the six months ended March 31, 2020.  See also Note 9 – Property, Plant and Equipment, net in the notes to the condensed consolidated financial statements.

 

(b)

 Recent Accounting Standards or Updates Not Yet Effective

·

In June 2016, the FASB issued ASU 2016‑13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net earnings. The new standard is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. The new standard will be effective for our fiscal year beginning October 1, 2020 and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its condensed consolidated financial statements and related disclosures.

 

NOTE 3.            Summary of Significant Accounting Policies

Our significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report on Form 10‑K for the year ended September 30, 2019. Significant changes to our accounting policies as a result of adopting Topic 842 are discussed below:

The Company determines if an arrangement is a lease at its inception. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date. The lease term

9

includes renewal options when it is reasonably certain that the option will be exercised, and excludes termination options. To the extent that the Company’s agreements have variable lease payments, the Company includes variable lease payments that depend on an index or a rate and excludes those that depend on facts or circumstances occurring after the commencement date, other than the passage of time. Lease expense for these leases is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets, current operating lease liabilities, and non-current operating lease liabilities in the Company's condensed consolidated balance sheet.

The Company’s lease arrangements consist primarily of corporate, manufacturing and other facility agreements as well as various office equipment agreements. The leases expire at various dates through 2035, some of which include options to extend the lease term. The options with the longest potential total lease term consist of options for extension of up to five years following expiration of the original lease term.

During the three and six months ended March 31, 2020, the Company recorded $0.4 million and $0.7 million of operating lease expense, respectively. During the three and six months ended March 31, 2019, the Company recorded $0.3 million and $0.6 million of rent expense, respectively. The Company's finance leases and short-term leases are immaterial.

Supplemental cash information and non-cash activities related to operating leases are as follows (in thousands):

 

 

 

 

 

 

Six Months Ended 

 

    

March 31, 2020

Operating cash outflows from operating leases

 

$

629

Operating lease assets obtained in exchange for new lease liabilities

 

$

10,791

 

Maturities of operating lease liabilities as of March 31, 2020 were as follows (in thousands):

 

 

 

 

 

 

Amount

2020

 

$

1,832

2021

 

 

1,817

2022

 

 

1,835

2023

 

 

1,770

2024

 

 

1,708

Thereafter

 

 

13,238

 Total lease payments

 

 

22,200

Less imputed interest

 

 

(6,927)

 Total 

 

$

15,273

 

The following is a schedule of future minimum operating lease payments as of September 30, 2019 (in thousands):

 

 

 

 

 

 

Amount

2020

 

$

988

2021

 

 

839

2022

 

 

824

2023

 

 

853

2024

 

 

655

Thereafter

 

 

1,350

 Total lease payments

 

$

5,509

 

 

 

 

 

10

Weighted-average remaining lease term and discount rate related to operating leases are as follows:

 

 

 

 

 

 

 

 

 

 

March 31, 2020

 

Weighted average remaining lease term (years)

 

14.7

 

Weighted average discount rate

 

6.1

%

 

 

 

 

 

Disaggregation of Revenue - Revenue is classified based on the product line of business. For additional information on the disaggregated revenues by geographical region, see Note 15 - Geographical Information in the notes to the condensed consolidated financial statements.

Revenue is also classified by major product category and is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

For the six months ended March 31, 

 

 

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

% of

 

 

 

 

% of

 

(in thousands)

    

2020

    

Revenue

    

2019

    

Revenue

    

2020

    

Revenue

    

2019

    

Revenue

 

Navigation and Inertial Sensing

 

$

8,842

 

37

%  

 

4,094

 

19

%  

$

19,109

 

39

%  

 

6,553

 

14

%

Defense Optoelectronics

 

 

4,171

 

18

%  

 

2,779

 

13

%  

 

7,608

 

15

%  

 

4,460

 

10

%

CA TV Lasers and Transmitters

 

 

8,782

 

37

%  

 

10,762

 

49

%  

 

18,165

 

37

%  

 

25,534

 

56

%

Chip Devices

 

 

1,035

 

 4

%  

 

3,501

 

16

%  

 

2,590

 

 5

%  

 

7,716

 

17

%

Other

 

 

1,020

 

 4

%  

 

609

 

 3

%  

 

1,860

 

 4

%  

 

1,483

 

 3

%

Total revenue

 

$

23,850

 

100

%  

$

21,745

 

100

%  

$

49,332

 

100

%  

$

45,746

 

100

%

 

 

NOTE 4.            Acquisition

On June 7, 2019, we completed the acquisition of Systron Donner Inertial, Inc. (“SDI”), a private-equity backed navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMS technology. The total purchase price was approximately $25.0 million, consisting of (i) approximately $22.0 million in cash after working capital adjustments and (ii) the issuance of 811,000 shares of common stock with an aggregate value of approximately $3.0 million as of the closing date.

Following the closing, we incorporated SDI’s products into our navigation product line and have included the financial results of SDI in our condensed consolidated financial statements beginning on the acquisition date. Net revenue and net loss of SDI of $6.3 million and $0.9 million, respectively, is included in our condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2020. Net revenue and net loss of SDI of $14.4 million and $0.8 million, respectively, is included in our condensed consolidated statements of operations and comprehensive loss for the six months ended March 31, 2020.

Purchase Price Allocation

The total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

The Company finalized the allocation of the purchase price in the quarter ended March 31, 2020, which resulted in no change from the preliminary purchase price recorded at September 30, 2019.

11

The table below represents the purchase price allocation to the assets acquired and liabilities assumed of SDI based on their estimated fair values as of the acquisition date. The fair values assigned to assets acquired and liabilities assumed were based on management’s best estimates and assumptions at the acquisition date.

 

 

 

 

 

 

 

    

 

 

    

Weighted

 

 

 

 

 

Average Useful

(in thousands)

 

Amount

 

Life (years)

Purchase price

 

$

24,978

 

 

Developed technology

 

 

250

 

 7

Cash acquired

 

 

541

 

  

Inventories

 

 

8,522

 

  

Accounts receivable

 

 

4,291

 

  

Other assets

 

 

355

 

  

Land and building

 

 

12,890

 

  

Equipment

 

 

2,913

 

  

Net liabilities assumed

 

 

(4,853)

 

  

 

 

 

 

 

 

Goodwill

 

$

69

 

  

 

Pro Forma Financial Information

The following unaudited pro forma financial information presented for the three and six months ended March 31, 2020 and 2019 does not purport to be indicative of the results of operations that would have been achieved had the acquisition been consummated on October 1, 2018, nor of the results which may occur in the future. The pro forma amounts are based upon available information and certain assumptions that the Company believes are reasonable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

March 31, 

 

March 31, 

(in thousands, except per share data)

    

2020

    

2019

    

2020

    

2019

Revenue

 

$

23,850

 

$

28,527

 

$

49,332

 

$

60,922

Net loss

 

$

(5,081)

 

$

(6,355)

 

$

(6,416)

 

$

(13,039)

Net loss per basic and diluted share

 

$

(0.18)

 

$

(0.23)

 

$

(0.22)

 

$

(0.47)

Weighted-average number of basic and diluted shares outstanding

 

 

29,033

 

 

27,652

 

 

28,931

 

 

27,592

 

 

NOTE 5.          Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets that sum to the total of the same amounts shown in the unaudited statements of consolidated cash flows:

 

 

 

 

 

 

 

 

 

 

 

    

As of

    

As of

    

As of

 

 

March 31, 

 

September 30, 

 

March 31, 

(in thousands)

 

2020

 

2019

 

2019

Cash

 

$

2,985

 

$

4,338

 

$

1,944

Cash equivalents

 

 

19,045

 

 

17,236

 

 

48,660

Restricted cash

 

 

60

 

 

403

 

 

33

Total cash, cash equivalents and restricted cash

 

$

22,090

 

 

21,977

 

 

50,637

 

The Company’s restricted cash includes cash balances which are legally or contractually restricted in use. The Company’s restricted cash is included in current assets as of March 31, 2020,  September 30, 2019 and March 31, 2019.

12

NOTE 6.            Fair Value Accounting

ASC Topic 820 (“ASC 820”), Fair Value Measurements, establishes a valuation hierarchy for disclosure of the inputs to valuation techniques used to measure fair value. This standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

·

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

·

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly, through market corroboration, for substantially the full term of the financial instrument.

·

Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets or liabilities at fair value.

Classification of an asset or liability within this hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs.

Cash consists primarily of bank deposits or highly liquid short-term investments with a maturity of three months or less at the time of purchase. Restricted cash represents temporarily restricted deposits held as compensating balances against short-term borrowing arrangements. Cash, cash equivalents and restricted cash are based on Level 1 measurements.

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other current assets, and accounts payable approximate fair value because of the short maturity of these instruments.  See Note 4 - Acquisition for discussion of the fair value measurement of assets acquired and liabilities assumed in the SDI acquisition.

NOTE 7.            Accounts Receivable

The components of accounts receivable consisted of the following:

 

 

 

 

 

 

 

 

 

As of

(in thousands)

    

March 31, 2020

    

September 30, 2019

Accounts receivable, gross

 

$

20,067

 

$

18,645

Allowance for doubtful accounts

 

 

(249)

 

 

(148)

Accounts receivable, net

 

$

19,818

 

$

18,497

 

The allowance for doubtful accounts is based on the age of receivables and a specific identification of receivables considered at risk of collection.

 

 

13

NOTE 8.            Inventory

The components of inventory consisted of the following:

 

 

 

 

 

 

 

 

 

As of

(in thousands)

    

March 31, 2020

    

September 30, 2019

Raw materials

 

$

12,541

 

$

11,510

Work in-process

 

 

7,874

 

 

8,176

Finished goods

 

 

3,167

 

 

4,365

Inventory balance at end of period

 

$

23,582

 

$

24,051

 

 

NOTE 9.            Property, Plant, and Equipment, net

The components of property, plant, and equipment, net consisted of the following:

 

 

 

 

 

 

 

 

 

As of

(in thousands)

    

March 31, 2020

    

September 30, 2019

Land

 

$

 —

 

$

3,484

Building

 

 

 —

 

 

9,405

Equipment

 

 

26,891

 

 

42,308

Furniture and fixtures

 

 

1,004

 

 

1,109

Computer hardware and software

 

 

3,502

 

 

3,554

Leasehold improvements

 

 

3,019

 

 

2,676

Construction in progress

 

 

8,798

 

 

9,330

Property, plant, and equipment, gross

 

$

43,214

 

$

71,866

Accumulated depreciation

 

 

(22,320)

 

 

(34,643)

Property, plant, and equipment, net

 

$

20,894

 

$

37,223

 

 

During the six months ended March 31, 2020, the Company sold certain equipment and recognized a gain on sale of assets of approximately $1.6 million. In addition, the Company entered into agreements to sell additional equipment and these assets have been reclassified to assets held for sale.

 

On February 10, 2020, SDI completed a sale and leaseback transaction with Eagle Rock Holdings LP (“Buyer”), of non-residential real estate (the “Sale and Leaseback Transaction”). Under the terms of the applicable purchase agreement, SDI sold its property located in Concord, California (the “Concord Real Property”) to Buyer for a total purchase price of $13.2 million. The Company received net proceeds of $12.8 million after reducing for transaction commissions and expenses incurred in connection with the sale. The Company recorded a gain on the sale of assets of approximately $0.3 million in the three and six months ended March 31, 2020 related to this transaction.  

At the consummation of the Sale and Leaseback Transaction, SDI entered into a Single-Tenant Triple Net Lease (the “Lease Agreement”) with Buyer pursuant to which SDI leased back from Buyer the Concord Real Property for a term commencing on the consummation of the Sale and Leaseback Transaction and ending fifteen (15) years after the consummation of the Sale and Leaseback Transaction, unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, SDI’s financial obligations include base monthly rent of $0.75 per square feet, or approximately $77,500 per month, which rent will increase on an annual basis at three percent (3%) over the life of the lease. SDI is also responsible for all monthly expenses related to the Concord Real Property, including insurance premiums, taxes and other expenses, such as utilities. In connection with the execution of the Lease Agreement, EMCORE executed a Lease Guaranty (the “Guaranty”) with Buyer under which EMCORE guaranteed the payment when due of the monthly rent and all other additional rent, interest and charges to be paid by SDI under the Lease Agreement.

 

As a result of the Lease Agreement entered into on February 10, 2020, the Company recorded net operating lease ROU assets and operating lease liabilities of $10.8 million during the six months ended March 31, 2020.

14

 

 

NOTE 10.            Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:

 

 

 

 

 

 

 

 

 

As of

(in thousands)

    

March 31, 2020

    

September 30, 2019

Compensation

 

$

5,249

 

$

5,185

Warranty

 

 

658

 

 

654

Legal expenses and other professional fees

 

 

405

 

 

4,407

Contract liabilities

 

 

1,107

 

 

541

Income and other taxes

 

 

1,144

 

 

1,135

Severance and restructuring accruals

 

 

252

 

 

172

Other

 

 

1,585

 

 

2,427

Accrued expenses and other current liabilities

 

$

10,400

 

$

14,521

 

 

 

NOTE 11.            Credit Facilities

On November 11, 2010, we entered into a Credit and Security Agreement (as amended to date, the “Credit Facility”) with Wells Fargo Bank, N.A. The Credit Facility is secured by the Company’s assets and is subject to a borrowing base formula based on the Company’s eligible accounts receivable, inventory, and machinery and equipment accounts.

The Credit Facility matures in November 2021 and currently provides us with a revolving credit line of up to $15.0 million, subject to a borrowing base formula, that can be used for working capital requirements, letters of credit, acquisitions, and other general corporate purpose subject to a requirement, for certain specific uses, that the Company have liquidity of at least $25.0 million after such use. The Credit Facility requires us to maintain (a) liquidity of at least $10.0 million and (b) excess availability of at least $1.0 million.

As of March 31, 2020, there was no amount outstanding under this Credit Facility and the Company was in compliance with all financial covenants. Also, as of March 31, 2020, the Credit Facility had approximately $0.5 million reserved for one outstanding stand-by letter of credit and $5.5 million available for borrowing.

NOTE 12.            Income and Other Taxes

For the three months ended March 31, 2020 and 2019, the Company recorded income tax benefit (expense) of approximately $55,000 and $(15,000), respectively. Income tax benefit for the three months ended March 31, 2020 is composed primarily of the reversal of a federal deferred tax liability related to the Concord Real Property partially offset by state minimum tax expense. Income tax expense for the three months ended March 31, 2019 is primarily comprised of state minimum tax expense. 

For the six months ended March 31, 2020 and 2019, the Company recorded income tax benefit (expense) of approximately $41,000 and $(30,000), respectively. Income tax benefit for the six months ended March 31, 2020 is composed primarily of the reversal of a deferred tax liability related to the Concord Real Property partially offset by state minimum tax expense. Income tax expense for the six months ended March 31,  2019 is primarily comprised of state minimum tax expense. 

For the three months ended March 31, 2020 and 2019, the effective tax rate on continuing operations was 0.2% and (0.1)%. The lower tax rate for the three months ended March 31, 2020 is primarily due to the federal income tax benefit associated with the sale of the Concord Real Property.  For the six months ended March 31, 2020 and 2019, the effective tax rate on continuing operations was 0.1% and (0.1)%, respectively. The lower tax rate for the six months ended March 31, 2020 is primarily due to the federal income tax benefit associated with the sale of the Concord Real Property. The Company uses some estimates to forecast permanent differences between book and tax accounting.

15

We have not provided for income taxes on non-U.S. subsidiaries’ undistributed earnings as of March 31, 2020 because we plan to indefinitely reinvest the unremitted earnings of our non-U.S. subsidiaries and all of our non-U.S. subsidiaries historically have negative earnings and profits.

All deferred tax assets have a full valuation allowance at March 31, 2020.  On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria has been satisfied in determining whether there will be further adjustments to the valuation allowance.

During the three and six months ended March 31, 2020 and 2019, there were no material increases or decreases in unrecognized tax benefits. As of March 31, 2020 and September 30, 2019, we had approximately $0.5 million of interest and penalties accrued as tax liabilities on our balance sheet. We believe that it is reasonably possible that none of the uncertain tax positions will be paid or settled within the next 12 months. Interest that is accrued on tax liabilities is recorded within interest expense on the condensed consolidated statements of operations.

NOTE 13.            Commitments and Contingencies

Indemnifications:  We have agreed to indemnify certain customers against claims of infringement of intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations. We enter into indemnification agreements with each of our directors and executive officers pursuant to which we agree to indemnify them for certain potential expenses and liabilities arising from their status as a director or executive officer of the Company. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and executive officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

Legal Proceedings: We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the ordinary course of business. The outcome of these matters is currently not determinable and we are unable to estimate a range of loss, should a loss occur, from these proceedings. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties and the results of these matters cannot be predicted with certainty. Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Should we fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, then the financial results of that particular reporting period could be materially affected.

a)

Intellectual Property Lawsuits

We protect our proprietary technology by applying for patents where appropriate and, in other cases, by preserving the technology, related know-how and information as trade secrets. The success and competitive position of our product lines are impacted by our ability to obtain intellectual property protection for our research and development efforts. We have, from time to time, exchanged correspondence with third parties regarding the assertion of patent or other intellectual property rights in connection with certain of our products and processes.

b)

Phoenix Navigation Components, LLC (“Phoenix”) Legal Proceedings

On June 12, 2018, Phoenix commenced an arbitration against EMCORE with the American Arbitration Association (“AAA”) in New York. On August 31, 2018, Phoenix filed a First Amended Demand for Arbitration, asserting the following claims: breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of trade secrets (under the Defend Trade Secrets Act, 18 U.S.C. § 1836, and New York law), conversion, unjust enrichment, correction of inventorship relating to U.S. Patent No. 8,773,665, and declaratory relief, relating to EMCORE’s termination of certain agreements entered into between EMCORE and Phoenix related to the purported license of certain intellectual property related to fiber optic gyroscope technology and disputed royalty payments related thereto. On September 14, 2018, EMCORE filed an Answering Statement and Counterclaim, denying all of Phoenix’s claims and asserting counterclaims for breach of the implied covenant of good faith and fair dealing and declaratory relief.

16

On June 21, 2019, an interim award (the “Interim Award”) was issued in connection with all claims in the AAA proceeding other than the claims related to correction of inventorship and declaratory relief relating to U.S. Patent No. 8,773,665 (the “Patent Claims”). While Phoenix ultimately sought $21.2 million in total damages, plus attorneys’ fees and costs, in the Interim Award, the arbitrator found in the Interim Award that (i) Phoenix's claim for breach of the covenant of good faith and fair dealing was denied; (ii) Phoenix's claim for breach of the agreements entered with EMCORE for failure to provide funding for non-recurring engineering was denied; (iii) Phoenix's claim for unjust enrichment was denied; (iv) Phoenix's claim for conversion was granted, but damages for that claim duplicate the damages on the breach of contract and misappropriation of trade secret claims described below and no incremental damages were awarded based on the granting of this claim; (v) EMCORE's request for a declaration that, as between EMCORE and Phoenix, EMCORE owns its proprietary IOC and transceiver was granted.

The arbitrator also found in the Interim Award that (i) EMCORE breached certain license agreements entered into with Phoenix by failing to make royalty payments due and failing to provide required accountings; (ii) Phoenix and its members are no longer subject to prior exclusivity restrictions; (iii) EMCORE's claim for breach of the covenant of good faith and fair dealing was denied; and (iv) the proceedings for the Patent Claims and EMCORE's counterclaim with respect thereto would be established by a future proceeding.

Further, out of the original 97 trade secret subpart claims by Phoenix, the arbitrator found in the Interim Award that EMCORE had misappropriated a total of five trade secret subparts (the “Deemed Trade Secrets”) and found that at least one Deemed Trade Secret was being used in seven EMCORE products (the “EMCORE Products”). The arbitrator found that as a result of the foregoing, royalties of 7.5% of the sale price are owed, to the extent not previously paid, on (i) sales through July 16, 2018 on all fiber optic gyroscopes sold by EMCORE, and (ii) sales from July 16, 2018 through May 31, 2019 of the EMCORE Products, whether standalone or incorporated into a larger product, in each case together with interest at the New York statutory rate of 9% simple interest. In addition, the arbitrator found in the Interim Award that Phoenix was the prevailing party, and Phoenix was awarded attorneys' fees and costs in the amount of approximately $3.7 million, which amount was reduced 10% from Phoenix’s attorneys’ fees request.

In the Interim Award, the arbitrator further determined that EMCORE shall pay Phoenix a royalty of 7.5% of the sale price on (i) future customer payments for certain EMCORE product contracts previously entered into and (ii) customer payments for future sales of any product using any Deemed Trade Secret, in each case payable in a single lump sum within one month of completion of the calendar quarter in which payment has been received from the customer, and shall concurrently submit to Phoenix a written report that sets forth the calculation of the amount of the royalty payment in a form similar to previous royalty reports, provided that following the first $1 million of royalty payments on the EMP-1 product only, inclusive of payments made to date, EMCORE will pay to Phoenix a royalty of 2.25% of the sale price (net of any warranty work, returns, rebates, discounts or credits). EMCORE is required to continue to make royalty payments in this manner until such time as it has in good faith determined, and can so document, that it has completely ceased use of the Deemed Trade Secrets, and at such time, EMCORE shall provide Phoenix written notice of same by certified letter, return receipt requested.

On October 1, 2019, the arbitrator issued a Modified Partial Final Award, which incorporated by reference the terms of the Interim Award and ordered and awarded, among other items, (i) an award to Phoenix of attorneys’ fees and costs in the amount of approximately $3.8 million, (ii) an award to Phoenix of $1.0 million in damages owing for unpaid royalties through June 30, 2019, of which $0.6 million remained to be paid as of the issuance of the Modified Partial Final Award, (iii) an award to Phoenix of $0.1 million in pre-judgment interest, calculated at the New York statutory rate of 9% simple interest, and (iv) an order that EMCORE make the payments in the foregoing items (i), (ii) and (iii) on or before October 14, 2019. On October 10, 2019, EMCORE made the foregoing payments to Phoenix in an aggregate amount equal to approximately $4.5 million. This amount was accrued as of September 30, 2019.

The Patent Claims were not determined in the Interim Award or the Modified Partial Final Award.  In December 2019, EMCORE and Phoenix entered into a settlement agreement with respect to the Patent Claims pursuant to which EMCORE (i) granted Phoenix a fully paid, perpetual nonexclusive license to the disputed patent and (ii) agreed to pay Phoenix a total of $0.4 million, of which $0.2 million was paid in January 2020,  $0.1 million was paid in April 2020 and $0.1 million is required to be paid in July 2020.

17

On June 21, 2018, Phoenix commenced a special proceeding against EMCORE in the New York Supreme Court, Commercial Division (the “Special Proceeding”). As part of the Special Proceeding, Phoenix filed an application for a preliminary injunction in aid of arbitration pursuant to CLPR 7502(c), in connection with the AAA arbitration proceeding in New York. The application resulted in a so-ordered stipulated injunction between EMCORE and Phoenix, which was entered in August 2018. In January 2020, the court granted a motion to confirm the Modified Partial Final Award, vacated the so-ordered stipulated injunction entered in August 2018, and disposed of the Special Proceeding. 

NOTE 14.            Equity

Equity Plans

We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain four equity incentive compensation plans, collectively described below as our “Equity Plans”:

·

the 2000 Stock Option Plan,

·

the 2010 Equity Incentive Plan (“2010 Plan”),

·

the 2012 Equity Incentive Plan (“2012 Plan”), and

·

the 2019 Equity Incentive Plan (“2019 Plan”).

We issue new shares of common stock to satisfy awards issued under our Equity Plans.

Stock-based compensation

The effect of recording stock-based compensation expense was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

Stock-based Compensation Expense - by award type

 

ended March 31, 

 

ended March 31, 

(in thousands)

    

2020

    

2019

    

2020

    

2019

Employee stock options

 

$

 4

 

$

 7

 

$

 9

 

$

14

Restricted stock units and awards

 

 

552

 

 

396

 

 

928

 

 

782

Performance stock units and awards

 

 

363

 

 

229

 

 

655

 

 

169

Employee stock purchase plan

 

 

46

 

 

42

 

 

93

 

 

82

Outside director equity awards and fees in common stock

 

 

80

 

 

47

 

 

161

 

 

99

Total stock-based compensation expense

 

$

1,045

 

$

721

 

$

1,846

 

$

1,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

Stock-based Compensation Expense - by expense type

 

ended March 31, 

 

ended March 31, 

(in thousands)

    

2020

    

2019

    

2020

    

2019

Cost of revenue

 

$

202

 

$

109

 

$

338

 

$

220

Selling, general, and administrative

 

 

591

 

 

473

 

 

1,076

 

 

632

Research and development

 

 

252

 

 

139

 

 

432

 

 

294

Total stock-based compensation expense

 

$

1,045

 

$

721

 

$

1,846

 

$

1,146

 

401(k) Plan

We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash. Our matching contribution in cash for the three months ended March 31, 2020 and 2019 was approximately $0.3 million and $0.1 million, respectively. Our matching contribution in cash for the six months ended March 31, 2020 and 2019 was approximately $0.5 million and $0.3 million, respectively.

18

Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

Basic and Diluted Net Loss Per Share

 

ended March 31, 

 

ended March 31, 

(in thousands, except per share)

    

2020

    

2019

    

2020

    

2019

Numerator:

 

 

  

 

 

  

 

 

  

 

 

  

Loss from continuing operations

 

$

(5,081)

 

$

(4,994)

 

$

(6,416)

 

$

(10,532)

Undistributed earnings allocated to common shareholders for basic and diluted net income per share

 

 

(5,081)

 

 

(4,994)

 

 

(6,416)

 

 

(10,532)

Denominator:

 

 

  

 

 

  

 

 

  

 

 

  

Denominator for basic and fully diluted net loss per share - weighted average shares outstanding

 

 

29,033

 

 

27,652

 

 

28,931

 

 

27,592

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per basic and fully diluted share

 

$

(0.18)

 

$

(0.18)

 

$

(0.22)

 

$

(0.38)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation

 

 

2,161

 

 

849

 

 

1,704

 

 

535

 

For diluted loss per share, the denominator includes all outstanding common shares. The anti-dilutive stock options and unvested stock were excluded from the computation of diluted net loss per share for the three and six months ended March 31, 2020 and 2019 due to the Company incurring a net loss for the periods.

Employee Stock Purchase Plan

We maintain an Employee Stock Purchase Plan (“ESPP”) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6‑month duration plan with new participation periods beginning on approximately February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last trading day of the participation period, whichever is lower, and annual contributions are limited to the lower of 10% of an employee’s compensation or $25,000.

Future Issuances

As of March 31, 2020, we had common stock reserved for the following future issuances:

 

 

 

 

    

Number of Common

 

 

Stock Shares Available for

Future Issuances

 

Future Issuances

Exercise of outstanding stock options

 

46,342

Unvested restricted stock units and awards

 

1,799,427

Unvested performance stock units and awards (at 200% maximum payout)

 

1,812,000

Purchases under the employee stock purchase plan

 

428,349

Issuance of stock-based awards under the Equity Plans

 

822,155

Purchases under the officer and director share purchase plan

 

88,741

Total reserved

 

4,997,014

 

 

NOTE 15.            Segment Data and Related Information

The reportable segments reported below are the Company’s segments for which separate financial information is available and upon which operating results are evaluated by the chief operating decision maker to assess performance and to allocate resources. As a result of organizational changes effective in the beginning of fiscal year 2020, the Company has reassessed its reportable segments and determined that it has two reportable segments, (i) Aerospace and Defense and (ii) Broadband. All prior-period amounts have been adjusted retrospectively to reflect our reportable segment changes.

19

The Company’s Chief Executive Officer is the chief operating decision maker and he assesses the performance of the operating segment and allocates resources based on segment profits.  We do not allocate sales and marketing or general and administrative expenses to our segments, because management does not include the information in its measurement of the performance of the operating segments.  Also, interest expense and interest income are not presented by segment because management does not include this information in its measurement of the performance of the operating segments.

The Aerospace and Defense segment is comprised of two product lines: (i) Navigation and Inertial Sensing; and (ii) Defense Optoelectronics. The Broadband segment is comprised of three product lines: (i) CATV; (ii) Chip Devices; and (iii) Other. Information on reportable segments utilized by our chief operating decision maker is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

 

For the six months

(in thousands)

 

 

ended March 31, 

 

 

ended March 31, 

 

 

 

2020

 

    

2019

 

 

2020

 

    

2019

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense

 

$

13,013

 

$

6,872

 

$

26,717

 

$

11,012

Broadband

 

 

10,837

 

 

14,873

 

 

22,615

 

 

34,734

    Total revenue

 

$

23,850

 

$

21,745

 

$

49,332

 

$

45,746

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment Profit:

 

 

 

 

 

 

 

 

 

 

 

 

Aerospace and Defense gross profit

 

$

2,844

 

$

2,680

 

$

7,332

 

$

3,902

Aerospace & Defense R&D expense

 

 

3,991

 

 

1,682

 

 

7,942

 

 

3,233

Aerospace and Defense segment profit/(loss)

 

$

(1,147)

 

$

998

 

$

(610)

 

$

669

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadband gross profit

 

$

3,583

 

$

3,129

 

$

6,569

 

$

7,715

Broadband R&D expense

 

 

593

 

 

2,678

 

 

1,284

 

 

5,146

Broadband segment profit

 

$

2,990

 

$

451

 

$

5,285

 

$

2,569

 

 

 

 

 

 

 

 

 

 

 

 

 

Total consolidated segment profit

 

$

1,843

 

$

1,449

 

$

4,675

 

$

3,238

Unallocated (income) expense:

 

 

 

 

 

 

 

 

 

 

 

 

 Selling, general and administrative

 

 

7,139

 

 

6,996

 

 

13,026

 

 

14,589

 Gain on sale of assets

 

 

(315)

 

 

 -

 

 

(1,917)

 

 

 -

 Gain from change in estimate on ARO obligation

 

 

 -

 

 

(40)

 

 

 -

 

 

(40)

 Interest (income) expense, net

 

 

(1)

 

 

(224)

 

 

14

 

 

(491)

 Foreign exchange loss (gain)

 

 

156

 

 

(304)

 

 

 9

 

 

(318)

Total unallocated expense

 

 

6,979

 

 

6,428

 

 

11,132

 

 

13,740

Loss before income tax expense

 

$

(5,136)

 

$

(4,979)

 

$

(6,457)

 

$

(10,502)

 

Revenue:  The following table sets forth revenue by geographic region with revenue assigned to geographic regions based on our customers’ billing address.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

Revenue by Geographic Region

 

ended March 31, 

 

ended March 31, 

(in thousands)

    

2020

    

2019

    

2020

    

2019

United States and Canada

 

$

19,887

 

$

15,648

 

$

40,082

 

$

34,224

Asia

 

 

1,692

 

 

4,207

 

 

3,958

 

 

8,252

Europe

 

 

1,516

 

 

1,781

 

 

3,405

 

 

3,047

Other

 

 

755

 

 

109

 

 

1,887

 

 

223

Total revenue

 

$

23,850

 

$

21,745

 

$

49,332

 

$

45,746

 

Significant Customers: Significant customers are defined as customers representing greater than 10% of our consolidated revenue. Revenue from three and four of our significant customers represented an aggregate of 56% and 67% of our consolidated revenue for the three months ended March 31, 2020 and 2019, respectively. Revenue from three and four of our significant customers represented an aggregate of 53% and 71% of our consolidated revenue for the six months ended March 31, 2020 and 2019, respectively.

20

Significant portions of the Company’s sales are concentrated among a limited number of customers. The duration, severity and future impact of the COVID-19 pandemic are highly uncertain and could result in significant disruptions to the business operations of the Company’s customers. If one or more of these significant customers significantly decrease their orders for the Company’s products, the Company’s business could be materially and adversely affected.

Long-lived Assets: Long-lived assets consist of land, building and property, plant, and equipment. As of March 31, 2020 and September 30, 2019, approximately 96% and 85%, respectively, of our long-lived assets were located in the United States. The remaining long-lived assets are primarily located in China.

 

NOTE 16.            Subsequent Event 

On May 3, 2020, the Company entered into a Paycheck Protection Program Promissory Note and Agreement (the “PPP Loan Agreement”) with Wells Fargo Bank, N.A. under the Paycheck Protection Program (“PPP”) established under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act to receive loan proceeds of approximately $6.5 million (the “PPP Loan”), which the Company received on May 6, 2020.

The PPP Loan matures on May 3, 2022 and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing in November 2020.  Monthly payments in the amount of $273,160 will be due and payable beginning in November 2020 and continuing each month thereafter until maturity of the PPP Loan. There is no prepayment penalty. Under the terms of the PPP, all or a portion of the principal may be forgiven if the PPP Loan proceeds are used for qualifying expenses as described in the CARES Act, such as payroll costs, benefits, rent, and utilities. No assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. With respect to any portion of the PPP Loan that is not forgiven, the PPP Loan will be subject to customary provisions for a loan of this type, including customary events of default relating to, among other things, payment defaults and breaches of the provisions of the PPP Loan Agreement. 

 

21

ITEM 2.            Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included in Financial Statements under Item 1 within this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements preceding Item 1 of this Quarterly Report.

Business Overview

EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997 and is listed on the Nasdaq Stock Exchange under the ticker symbol EMKR. EMCORE is a leading provider of sensors for navigation in the Aerospace and Defense market as well as a manufacturer of lasers and optical subsystems for use in the Cable TV (“CATV”) industry.

EMCORE pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of CATV directly on fiber, and today is a leading provider of advanced Mixed-Signal Optics products serving the broadband communications and Aerospace and Defense markets. The Mixed-Signal Optics technology at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to provide the aerospace and defense markets with state-of-the-art navigations systems technology. With the acquisition of Systron Donner Inertial, Inc. (“SDI”), a navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMS technology, in June 2019, EMCORE further expanded its portfolio of gyros and inertial sensors with SDI’s quartz MEMS gyro and accelerometer technology.

EMCORE has fully vertically-integrated manufacturing capability through our indium phosphide compound semiconductor wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz processing and sensor manufacturing facility in Concord, CA. These facilities support EMCORE’s vertically-integrated manufacturing strategy for quartz and fiber optic gyro products, for navigation systems, and for our chip, laser, transmitter, and receiver products for broadband applications.

We have two reporting segments, Aerospace and Defense, and Broadband. Aerospace and Defense is comprised of two product lines: (i) Navigation and Inertial Sensing, and (ii) Defense Optoelectronics. The Broadband segment is comprised of three product lines: (i) CATV Lasers and Transmitters, (ii) Chip Devices, and (iii) Other. Due to a shift in customer base, the previously existing Satellite/Microwave Communications product line has been renamed “Defense Optoelectronics.”

Recent Developments

COVID-19

 

The global outbreak of the coronavirus disease 2019 (COVID-19) was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020.  This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation, resulted in mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets.  The full extent of the COVID-19 impact on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain, out of our control, and cannot be predicted. 

22

Each region we and our supply chain partners operate in has been affected by COVID-19 at varying times and magnitudes, often creating unforeseen challenges associated with logistics, raw material supply and labor shortages. In accordance with applicable U.S. state and county ordinances generally exempting essential businesses and/or critical infrastructure workforces from mandated closures and orders to “shelter-in-place,” our U.S. production facilities have continued to operate in support of essential products and services, subject to limitations and requirements pursuant to applicable state and county orders with regard to ongoing operations that have reduced the efficiency of our engineering and operational teams. While operations at our facility in China were delayed in early February, we were able to re-establish 75% of operations by February 10 and were at planned capacity by the end of February.

We rely on third party suppliers and contract manufacturers to provide materials, major components and products, and services.  Many of our suppliers have temporarily ceased or limited operations as a result of COVID-19 and failed to deliver parts or components to us. In addition, the rapid decline in commercial airline traffic created shortages in air freight capacity, making it more difficult and costly to timely procure parts and components. We continue to navigate operational challenges with respect to our supply chain and logistics partners, which caused some disruption in the last few weeks of the quarter ended March 31, 2020 and resulted in some delays in our ability to ship Aerospace and Defense products, which adversely impacted the amount of revenue we were able to recognize in the three and six months ended March 31, 2020. 

We remain diligent in continuing to identify and manage risks to our business given the changing uncertainties related to COVID-19 and have plans in place intended to address or mitigate shortages of air-freight capacity, customs staffing, and sourcing of certain limited components. In the near term, labor shortages remain our biggest COVID-19-related concern and we expect the general amount of challenges in the supply chain will continue to present a changing set of obstacles for us to overcome. While we believe that our supply chain, logistics and operations teams are currently in a position to meet expected customer demand levels in the coming quarters, we recognize that unpredictable events could create new challenges in the months ahead. We may not be able to address these challenges in a timely manner, which could negatively impact our financial results.

In addition, restrictions related to the COVID-19 pandemic have negatively affected the timing of the sale and transfer of certain CATV module and transmitter manufacturing equipment to the Buyers, as described in more detail below under “Hytera Transactions”. Travel into Thailand by our manufacturing engineers to support the transfer remains difficult, and customer product qualification processes for products being manufactured in Thailand are being delayed due to our customers’ inability to access their facilities to perform testing. While we are taking actions within our supply chain and manufacturing operations to mitigate the effects of these delays, the timing and completion of these transfers may be further disrupted as a result of COVID-19, which could delay our recognition of the anticipated benefits of transferring this equipment and could disrupt our manufacturing activities for these products.  

While customer orders to date remain stable with our pre-COVID-19 outlook, qualification testing for certain products has been delayed to customers’ engineering shortages and inability to access their facilities, and we are continuing to analyze how COVID-19 related actions could affect future customer demand, timing of orders, recognized revenues, and cash flows.

The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future.  If we need to raise additional capital to support operations in the future, we may be unable to access capital markets and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business as a result of COVID-19.

SDI Acquisition

On June 7, 2019, we completed the acquisition of SDI, a private-equity backed navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMS technology. See Note 4 - Acquisition in the notes to our condensed consolidated financial statements for additional information regarding this acquisition. Following the closing, we began integrating SDI into our current navigation product line and have included the financial results of SDI in our consolidated financial statements beginning on the acquisition date.

23

Hytera Transactions

As part of the effort to streamline operations and move to a variable cost model in our CATV Lasers and Transmitters product lines, on October 25, 2019, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Hytera Communications (Hong Kong) Company Limited, a limited liability company incorporated in Hong Kong (“Hytera HK”), and Shenzhen Hytera Communications Co., Ltd., a corporation formed under the laws of the P.R.C. (“Shenzhen Hytera”, and together with Hytera HK, the “Buyers”), pursuant to which the Buyers agreed to purchase from EMCORE certain CATV module and transmitter manufacturing equipment (the “Equipment”) owned by EMCORE and currently located at the manufacturing facility of EMCORE’s wholly-owned subsidiary, EMCORE Optoelectronics (Beijing) Co, Ltd., a corporation formed under the laws of the P.R.C., for an aggregate purchase price of approximately $5.54 million.

 

As described under “COVID-19” above, travel restrictions and delays in customer product qualification processes related to the COVID-19 pandemic have negatively affected the timing of the sale and transfer of some of the Equipment to the Buyers. The Equipment has been or will be transferred to the Buyers in three separate closings, (a) one of which occurred in the quarter ended December 31, 2019, with payment in an amount equal to approximately $1.9 million received in such quarter, (b) one of which is now expected to occur during the quarter ending June 30, 2020, for which 80% of the applicable sale price (approximately $1.4 million) was received in April 2020 and the remaining 20% (approximately $0.4 million) is expected to be received in the quarter ending June 30, 2020, and (c) one of which is now expected to occur during the quarter ending September 30, 2020, with payment to be made following such transfer in an amount equal to (i) 80% of the sale price (approximately $1.1 million) within three months following the third closing and (ii) 20% of the sale price (approximately $0.3 million) within six months following the third closing.

Concurrently with entry into the Asset Purchase Agreement, we entered into a Contract Manufacturing Agreement (the “Manufacturing Agreement”), dated as of October 25, 2019, with the Buyers pursuant to which the Buyers agreed to manufacture certain CATV module and transmitter products for EMCORE from a manufacturing facility located in Thailand for an initial five year term at product prices agreed to between the parties. In the Manufacturing Agreement, we agreed to pay certain shortfall penalties in the event that orders for manufactured products are below certain thresholds.  

Other Actions Related to CATV Business

In the quarter ended September 30, 2019, we also reduced the size of our CATV-related employee headcount and reduced the capacity of our wafer fab to one shift, and in January, 2020, we further reduced the size of our employee headcount. These actions incurred costs of $0.4 million in the quarter ended September 30, 2019 and $0.4 million in the quarter ended March 31, 2020 and, together with headcount reduction at our Beijing, China facility and the continuing shift to a variable cost model in our CATV Lasers and Transmitters product lines as described under “Hytera Transactions” above, have collectively resulted in annual cash savings of approximately $3.4 million beginning in the quarter ended March 31, 2020. These operational changes in CATV also fulfill a strategic objective of better positioning the CATV product lines to generate positive cash flow to help fund the other growth areas of EMCORE including Aerospace and Defense.

Sale/Leaseback Transaction

SDI entered into a Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) (the “Concord Purchase Agreement”) dated as of December 31, 2019 with Parkview Management Group, Inc. pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale and Leaseback Transaction”). Under the terms of the Concord Purchase Agreement, SDI sold the property located in Concord, California (the “Concord Real Property”) to Eagle Rock Holdings, LP (“Buyer”), an affiliate of Parkview Management Group, Inc. on February 10, 2020 for a total purchase price of $13.2 million. SDI received net proceeds of $12.8 million after transaction commissions and expenses incurred in connection with the sale.

24

At the consummation of the Sale and Leaseback Transaction, SDI entered into a Single-Tenant Triple Net Lease (the “Lease Agreement”) with Buyer pursuant to which SDI leased back from Buyer the Concord Real Property for a term commencing on the consummation of the Sale and Leaseback Transaction and ending fifteen (15) years after the consummation of the Sale and Leaseback Transaction, unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, SDI’s financial obligations will include base monthly rent of $0.75 per square feet, or approximately $77,500 per month, which rent will increase on an annual basis at three percent (3%) over the life of the lease. SDI is also responsible for all monthly expenses related to the Concord Real Property, including insurance premiums, taxes and other expenses, such as utilities. In connection with the execution of the Lease Agreement, EMCORE executed a Lease Guaranty (the “Guaranty”) with Buyer under which EMCORE guaranteed the payment when due of the monthly rent, and all other additional rent, interest and charges to be paid by SDI under the Lease Agreement.   

Results of Operations

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

For the three months

 

For the six months

 

 

 

ended March 31, 

 

ended March 31, 

 

 

    

2020

    

2019

    

2020

    

2019

 

Revenue

 

100.0

%  

100.0

 

100.0

%  

100.0

%

Cost of revenue

 

73.1

 

73.3

 

71.8

 

74.6

 

Gross profit

 

26.9

 

26.7

 

28.2

 

25.4

 

Operating expense:

 

  

 

  

 

  

 

  

 

Selling, general, and administrative

 

29.9

 

32.2

 

26.4

 

31.9

 

Research and development

 

19.2

 

20.0

 

18.7

 

18.3

 

Gain from change in estimate on ARO

 

 —

 

(0.2)

 

 —

 

(0.1)

 

Gain on sale of assets

 

(1.3)

 

 —

 

(3.9)

 

 —

 

Total operating expense

 

47.8

 

52.0

 

41.2

 

50.1

 

Operating loss

 

(20.9)

 

(25.3)

 

(13.0)

 

(24.7)

 

Other income:

 

  

 

  

 

  

 

  

 

Interest (expense) income, net

 

 —

 

1.0

 

 —

 

1.1

 

Foreign exchange gain

 

(0.6)

 

1.4

 

 —

 

0.7

 

Total other (expense) income

 

(0.6)

 

2.4

 

 —

 

1.8

 

Loss before income tax expense

 

(21.5)

 

(22.9)

 

(13.0)

 

(22.9)

 

Income tax benefit (expense)

 

0.2

 

(0.1)

 

 —

 

(0.1)

 

Net loss

 

(21.3)

%  

(23.0)

 

(13.0)

%  

(23.0)

%

 

25

Comparison of Financial Results for the Three Months Ended March 31, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

 

(in thousands, except percentages)

    

2020

    

2019

    

$ Change

    

% Change

 

Revenue

 

$

23,850

 

$

21,745

 

$

2,105

 

9.7%

 

Cost of revenue

 

 

17,423

 

 

15,936

 

 

1,487

 

9.3%

 

Gross profit

 

 

6,427

 

 

5,809

 

 

618

 

10.6%

 

Operating expense:

 

 

  

 

 

  

 

 

  

 

  

 

Selling, general, and administrative

 

 

7,139

 

 

6,996

 

 

143

 

2.0%

 

Research and development

 

 

4,584

 

 

4,360

 

 

224

 

5.1%

 

Gain from change in estimate on ARO

 

 

 —

 

 

(40)

 

 

40

 

100.0%

 

Gain on sale of assets

 

 

(315)

 

 

 —

 

 

(315)

 

N/A

 

Total operating expense

 

 

11,408

 

 

11,316

 

 

92

 

0.8%

 

Operating loss

 

 

(4,981)

 

 

(5,507)

 

 

526

 

9.6%

 

Other income (expense):

 

 

  

 

 

  

 

 

  

 

  

 

Interest income, net

 

 

 1

 

 

224

 

 

(223)

 

-99.6%

 

Foreign exchange (loss) gain

 

 

(156)

 

 

304

 

 

(460)

 

-151.3%

 

Total other (expense) income

 

 

(155)

 

 

528

 

 

(683)

 

-129.4%

 

Loss before income tax expense

 

 

(5,136)

 

 

(4,979)

 

 

(157)

 

-3.2%

 

Income tax benefit (expense)

 

 

55

 

 

(15)

 

 

70

 

-466.7%

 

Net loss

 

$

(5,081)

 

$

(4,994)

 

$

(87)

 

-1.7%

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

(in thousands, except percentages)

 

2020

    

2019

    

$ Change

 

% Change

Aerospace and Defense revenue

 

$

13,013

 

$

6,872

 

$

6,141

 

89.4%

Broadband revenue

 

 

10,837

 

 

14,873

 

 

(4,036)

 

-27.1%

    Total revenue

 

$

23,850

 

$

21,745

 

$

2,105

 

9.7%

 

 

Aerospace and Defense Revenue:  

For the three months ended March 31, 2020, our Aerospace and Defense revenue increased $6.1 million, or 89%, compared to the same period in the prior year. Included in Aerospace and Defense revenue is $6.3 million of revenue from SDI for the three months ended March 31, 2020. For the three months ended March 31, 2020, our Navigation and Inertial Sensing product line revenue increased $4.7 million compared to the same period in the prior year, primarily due to the SDI revenue of $6.3 million. Defense Optoelectronics product line revenue increased $1.4 million compared to the same period in the prior year primarily due to increased customer demand. 

Broadband Revenue:

For the three months ended March 31, 2020, our Broadband revenue decreased $4.0 million, or 27%, compared to the same period in the prior year primarily due to lower customer demand in the CATV and Chips product lines.

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 

(in thousands, except percentages)

 

2020

    

2019

    

$ Change

 

% Change

Aerospace and Defense gross profit

 

$

2,844

 

$

2,680

 

$

164

 

6.1%

Broadband gross profit

 

 

3,583

 

 

3,129

 

 

454

 

14.5%

    Total gross profit

 

$

6,427

 

$

5,809

 

$

618

 

10.6%

 

26

Our cost of revenue consists of raw materials, compensation expense including non-cash stock-based compensation expense, depreciation expense and other manufacturing overhead costs, expenses associated with excess and obsolete inventories, and product warranty costs. Historically, our cost of revenue as a percentage of revenue, which we refer to as our gross margin, has fluctuated significantly due to product mix, manufacturing yields and sales volumes, and inventory and specific product warranty charges.

Consolidated gross margins were 26.9% and 26.7% for the three months ended March 31, 2020 and 2019, respectively.

Stock-based compensation expense within cost of revenue totaled approximately $0.2 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively.

Aerospace and Defense Gross Profit:

For the three months ended March 31, 2020, Aerospace and Defense gross profit increased $0.2 million, or 6%, compared to the same period in the prior year, primarily due to higher revenue, of which $1.2 million results from the inclusion of SDI gross profit in the three months ended March 31, 2020, partially offset by lower gross margins. For the three months ended March 31, 2020 and 2019, Aerospace and Defense gross margin was 21.9% and 39.0%, respectively. The lower gross margin in the three months ended March 31, 2020 is primarily due to product mix.

Broadband Gross Profit:

For the three months ended March 31, 2020, Broadband gross profit increased $0.5 million or 15% compared to the same period in the prior year, primarily as a result of lower costs in the three months ended March 31, 2020 due to actions taken through March 31, 2020 in connection with our ongoing transition to a variable cost model in our CATV Laser and Transmitter product lines. For the three months ended March 31, 2020 and 2019, Broadband gross margin was 33.1% and 21.0%, respectively. The higher gross margin in the three months ended March 31, 2020 is primarily due to product mix.    

Selling, General and Administrative (“SG&A”)

SG&A consists primarily of compensation expense including non-cash stock-based compensation expense related to executive, finance, and human resources personnel, as well as sales and marketing expenses, professional fees, legal and patent-related costs, and other corporate-related expenses.

Stock-based compensation expense within SG&A totaled approximately $0.6 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively.

SG&A expense for the three months ended March 31, 2020 was higher than the amount reported in the same period in the prior year primarily due to higher compensation (including due to a higher U.S. headcount than the prior period due to the SDI acquisition), commissions, consulting, insurance and customer related expenses partially offset by lower attorneys’ fees and costs arising from litigation proceedings.  

As a percentage of revenue, SG&A expenses were 29.9% and 32.2% for the three months ended March 31, 2020 and 2019, respectively.

Research and Development (“R&D”)

R&D consists primarily of compensation expense including non-cash stock-based compensation expense, as well as engineering and prototype costs, depreciation expense, and other overhead expenses, as they relate to the design, development, and testing of our products. Our R&D costs are expensed as incurred. We believe that in order to remain competitive, we must invest significant financial resources in developing new product features and enhancements and in maintaining customer satisfaction worldwide.

27

Stock-based compensation expense within R&D totaled approximately $0.2 million and $0.1 million during the three months ended March 31, 2020 and 2019, respectively.

For the three months ended March 31, 2020 and 2019, Aerospace and Defense R&D expense was $4.0 million and $1.7 million, respectively. For the three months ended March 31, 2020 and 2019, Broadband R&D expense was $0.6 million and $2.7 million, respectively.

R&D expense for the three months ended March 31, 2020 was higher than the amounts reported in the same period in the prior year primarily due to an increase in compensation costs (including due to a higher R&D headcount than the prior period due to the SDI acquisition), partially offset by lower project spending, primarily in Aerospace and Defense.

As a percentage of revenue, R&D expenses were 19.2% and 20.0% for the three months ended March 31, 2020 and 2019, respectively.

Operating Loss

Operating loss represents revenue less the cost of revenue and operating expenses incurred. Operating loss is a measure that executive management uses to assess performance and make decisions. As a percentage of revenue, our operating loss was (20.9)% and (25.3)% for the three months ended March 31, 2020 and 2019, respectively. The decrease in operating loss as a percentage of revenue in the three months ended March 31, 2020 compared to the same period in the prior year is primarily due to the increase in gross profit and the gain on sale of assets, partially offset by the increase in SG&A expense and R&D expense in the three months ended March 31, 2020.

Other Income

Interest Income, net

During the three months ended March 31, 2020 and 2019, we recorded $0.1 million and $0.3 million, respectively, of interest income earned on cash and cash equivalents balances, which was partially offset by interest expense and letter of credit fees related to our Credit Facility (as defined below). Interest income for the three months ended March 31, 2020 was lower than the amount reported in the prior year due to lower cash and cash equivalents balances.

Foreign Exchange

Gains or losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and comprehensive income. The gain (losses) recorded relate to the change in value of the Chinese Yuan Renminbi relative to the U.S. dollar.

Income Tax Expense

For the three months ended March 31, 2020 and 2019, the Company recorded income tax benefit (expense) of approximately $55,000 and $(15,000), respectively. Income tax benefit for the three months ended March 31, 2020 is composed primarily of the reversal of a federal deferred tax liability related to the Concord Real Property acquired as part of the SDI acquisition, partially offset by state minimum tax expense. Income tax expense for the three months ended March 31, 2019 is primarily comprised of state minimum tax expense.

 

28

Comparison of Financial Results for the Six Months Ended March 31, 2020 and 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended March 31, 

(in thousands, except percentages)

    

2020

    

2019

    

$ Change

    

% Change

Revenue

 

$

49,332

 

$

45,746

 

$

3,586

 

7.8%

Cost of revenue

 

 

35,431

 

 

34,129

 

 

1,302

 

3.8%

Gross profit

 

 

13,901

 

 

11,617

 

 

2,284

 

19.7%

Operating expense:

 

 

  

 

 

  

 

 

  

 

  

Selling, general, and administrative

 

 

13,026

 

 

14,589

 

 

(1,563)

 

-10.7%

Research and development

 

 

9,226

 

 

8,379

 

 

847

 

10.1%

Gain from change in estimate on ARO

 

 

 —

 

 

(40)

 

 

40

 

100.0%

Gain on sale of assets

 

 

(1,917)

 

 

 —

 

 

(1,917)

 

N/A

Total operating expense

 

 

20,335

 

 

22,928

 

 

(2,593)

 

-11.3%

Operating loss

 

 

(6,434)

 

 

(11,311)

 

 

4,877

 

43.1%

Other income (expense):

 

 

  

 

 

  

 

 

  

 

 

Interest (expense) income, net

 

 

(14)

 

 

491

 

 

(505)

 

-102.9%

Foreign exchange (loss) gain

 

 

(9)

 

 

318

 

 

(327)

 

-102.8%

Total other (expense) income

 

 

(23)

 

 

809

 

 

(832)

 

-102.8%

Loss before income tax expense

 

 

(6,457)

 

 

(10,502)

 

 

4,045

 

38.5%

Income tax benefit (expense)

 

 

41

 

 

(30)

 

 

71

 

236.7%

Net loss

 

$

(6,416)

 

$

(10,532)

 

$

4,116

 

39.1%

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended March 31, 

(in thousands, except percentages)

 

2020

    

2019

    

$ Change

 

% Change

Aerospace and Defense revenue

 

$

26,717

 

$

11,012

 

$

15,705

 

142.6%

Broadband revenue

 

 

22,615

 

 

34,734

 

 

(12,119)

 

-34.9%

    Total revenue

 

$

49,332

 

$

45,746

 

$

3,586

 

7.8%

 

Aerospace and Defense Revenue:  

For the six months ended March 31, 2020, our Aerospace and Defense revenue increased $15.7 million, or 143%, compared to the same period in the prior year. Included in Aerospace and Defense revenue is $14.4 million of revenue from SDI for the six months ended March 31, 2020. For the six months ended March 31, 2020, our Navigation and Inertial Sensing product line revenue increased $12.6 million compared to the same period in the prior year, primarily due to the SDI revenue of $14.4 million, as there was no contribution by SDI of revenue in the six months ended March 31, 2019.  For the six months ended March 31, 2020, our Defense Optoelectronics product line revenue increased $3.1 million compared to the same period in the prior year, primarily due to increased customer demand.

Broadband Revenue:

For the six months ended March 31, 2020, our Broadband revenue decreased $12.1 million, or 35%, compared to the same period in the prior year primarily due to lower customer demand in the CATV and Chips product lines.

29

Gross Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended March 31, 

(in thousands, except percentages)

 

2020

    

2019

    

$ Change

 

% Change

Aerospace and Defense gross profit

 

$

7,332

 

$

3,902

 

$

3,430

 

87.9%

Broadband gross profit

 

 

6,569

 

 

7,715

 

 

(1,146)

 

-14.9%

    Total gross profit

 

$

13,901

 

$

11,617

 

$

2,284

 

19.7%

 

Our cost of revenue consists of raw materials, compensation expense including non-cash stock-based compensation expense, depreciation expense and other manufacturing overhead costs, expenses associated with excess and obsolete inventories, and product warranty costs. Historically, our cost of revenue as a percentage of revenue, which we refer to as our gross margin, has fluctuated significantly due to product mix, manufacturing yields and sales volumes, and inventory and specific product warranty charges.

Consolidated gross margins were 28.2% and 25.4% for the six months ended March 31, 2020 and 2019, respectively.

Stock-based compensation expense within cost of revenue totaled approximately $0.3 million and $0.2 million for the six months ended March 31, 2020 and 2019, respectively.

Aerospace and Defense Gross Profit:

For the six months ended March 31, 2020, Aerospace and Defense gross profit increased $3.4 million, or 88%, compared to the same period in the prior year, primarily due to higher revenue, of which $3.5 million results from the inclusion of SDI gross profit in the six months ended March 31, 2020 compared to no contribution by SDI to gross profit in the six months ended March 31, 2019. For the six months ended March 31, 2020 and 2019, Aerospace and Defense gross margin was 27.4% and 35.4%, respectively The lower gross margin in the six months ended March 31, 2020 is primarily due to product mix.

Broadband Gross Profit:

For the six months ended March 31, 2020, Broadband gross profit decreased $1.1 million, or 15%, compared to the same period in the prior year, primarily as a result of lower revenues in the six months ended March 31, 2020. For the six months ended March 31, 2020 and 2019, Broadband gross margin was 29.1% and 22.2%, respectively. The higher gross margin in the six months ended March 31, 2020 was primarily the result of product mix and a $0.5 million inventory reserve on non-current inventory in the six months ended March 31, 2019 due to the decline in sales and future demand for the inventory at such time.

Selling, General and Administrative (“SG&A”)

SG&A consists primarily of compensation expense including non-cash stock-based compensation expense related to executive, finance, and human resources personnel, as well as sales and marketing expenses, professional fees, legal and patent-related costs, and other corporate-related expenses.

Stock-based compensation expense within SG&A totaled approximately $1.1 million and $0.6 million for the six months ended March 31, 2020 and 2019, respectively.

SG&A expense for the six months ended March 31, 2020 was lower than the amount reported in the same period in the prior year, primarily due to lower attorneys’ fees and costs arising from litigation proceedings,  partially offset by an increase in bad debt expense.

As a percentage of revenue, SG&A expenses were 26.4% and 31.9% for the six months ended March 31, 2020 and 2019, respectively.

30

Research and Development (“R&D”)

R&D consists primarily of compensation expense including non-cash stock-based compensation expense, as well as engineering and prototype costs, depreciation expense, and other overhead expenses, as they relate to the design, development, and testing of our products. Our R&D costs are expensed as incurred. We believe that in order to remain competitive, we must invest significant financial resources in developing new product features and enhancements and in maintaining customer satisfaction worldwide.

Stock-based compensation expense within R&D totaled approximately $0.4 million and $0.3 million for the six months ended March 31, 2020 and 2019, respectively.

For the six months ended March 31, 2020 and 2019, Aerospace and Defense R&D expense was $7.9 million and $3.2 million, respectively. For the six months ended March 31, 2020 and 2019, Broadband R&D expense was $1.3 million and $5.2 million, respectively.

R&D expense for the six months ended March 31, 2020 was higher than the amounts reported in the same period in the prior year primarily due to an increase in compensation costs (including due to a higher R&D headcount than the prior period due to the SDI acquisition) partially offset by lower project spending, primarily in Aerospace and Defense.

As a percentage of revenue, R&D expenses were 18.7% and 18.3% for the six months ended March 31, 2020 and 2019, respectively.

Operating Loss

Operating loss represents revenue less the cost of revenue and direct operating expenses incurred. Operating loss is a measure that executive management uses to assess performance and make decisions. As a percentage of revenue, our operating loss was (13.0)% and (24.7)% for the six months ended March 31, 2020 and 2019, respectively. The decrease in operating loss as a percentage of revenue in the six months ended March 31, 2020 compared to the same period in the prior year is primarily due to the increase in gross profit, the gain on sale of assets and the decrease in SG&A expense, partially offset by the increase in R&D expense in the six months ended March 31, 2020.

Other Income

Interest Income, net

During the six months ended March 31, 2020 and 2019, we recorded $0.2 million and $0.6 million, respectively, of interest income earned on cash and cash equivalents balances, which was partially offset by interest expense and letter of credit fees related to our Credit Facility (as defined below). Interest income for the six months ended March 31, 2020 was lower than the amount reported in the prior year due to lower cash and cash equivalents balances.

Foreign Exchange

Gains or losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and comprehensive income. The gain (losses) recorded relate to the change in value of the Yuan Renminbi relative to the U.S. dollar.

Income Tax Expense

For the six months ended March 31, 2019, the Company recorded income tax benefit (expense) of approximately $41,000 and $(30,000), respectively. Income tax benefit for the six months ended March 31, 2020 is composed primarily of the reversal of a deferred tax liability related to the Concord Real Property, partially offset by state minimum tax expense. Income tax expense for the six months ended March 31,  2019 is primarily comprised of state minimum tax expense. 

31

Order Backlog

EMCORE’s product sales are made pursuant to purchase orders, often with short lead times. These orders are subject to revision or cancellation and often are made without deposits. In addition, Broadband products typically ship within the same quarter in which a purchase order is received. Therefore, our order backlog at any particular date is not necessarily indicative of actual revenue or the level of orders for any succeeding period and may not be comparable to prior periods.

Liquidity and Capital Resources

We have historically consumed cash from operations and, in most periods, we have incurred operating losses from continuing operations. We have managed our liquidity position through the sale of assets and cost reduction initiatives, as well as, from time to time in prior periods, borrowings from our Credit Facility (defined below) and capital markets transactions.

As of March 31, 2020, cash and cash equivalents totaled $22.1 million and net working capital totaled approximately $52.4 million. Net working capital, calculated as current assets (including inventory) minus current liabilities, is a financial metric we use which represents available operating liquidity.

On November 11, 2010, we entered into a Credit and Security Agreement (as amended to date, the “Credit Facility”) with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Facility currently provides us with a revolving credit line of up to $15.0 million that can be used for working capital requirements, letters of credit, acquisitions, and other general corporate purposes subject to requirements that (a) the Company have (i) liquidity of at least $10.0 million, and (ii) for certain specific uses, liquidity of at least $25.0 million after such use and (b) the Company maintain excess availability of at least $1.0 million. The Credit Facility has a maturity date expiring in November 2021, is secured by the Company’s assets and is subject to a borrowing base formula based on the Company’s eligible accounts receivable, inventory, and machinery and equipment accounts. See Note 11 - Credit Facilities in the notes to the condensed consolidated financial statements for additional disclosures. As of May 4, 2020, there was no outstanding balance under this Credit Facility, $0.5 million reserved for one outstanding stand-by letter of credit and $8.0 million available for borrowing.

The Company has a history of operating losses and negative cash flows from operations.  We believe that our existing balances of cash and cash equivalents, cash flows from operations and amounts expected to be available under our Credit Facility and any amounts that may be available to us under governmental lending programs will provide us with sufficient financial resources to meet our cash requirements for operations, working capital, and capital expenditures for at least the next twelve months from the date of the issuance of these financial statements. We have taken a number of actions to continue to support our operations and meet our obligations, including completing the sale of the Concord Real Property, headcount reductions and other cost reductions. In addition, should we require more capital than what is generated by our operations, we could engage in additional sales or other monetization of certain fixed assets, additional cost reductions, or elect to raise capital in the U.S. through debt or equity issuances. These alternatives may not be available to us on reasonable terms or at all, and could result in higher effective tax rates, increased interest expense, and/or dilution of our earnings.

As described above, the continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources in the future. If we need to raise additional capital to support operations in the future, we may be unable to access capital markets and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business.

Cash Flow

Net Cash (Used In) Provided By Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

For the six months ended March 31, 

 

(in thousands, except percentages)

    

2020

    

2019

    

$ Change

    

% Change

 

Net cash used in operating activities

 

$

(7,528)

 

$

(7,061)

 

$

(467)

 

-6.6%

 

 

32

Fiscal 2020:

For the six months ended March 31, 2020, our operating activities used cash of $7.5 million, primarily due to our net loss of $6.4 million,  changes in our operating assets and liabilities (or working capital components, which includes non-current inventory) of $4.5 million and gain on disposal of assets of $1.9 million, partially offset by adjustments for non-cash charges, including depreciation and amortization expense of $3.3 million, stock-based compensation expense of $1.8 million, product warranty provision of $0.1 million and bad debt provision of $0.1 million. The change in our operating assets and liabilities was primarily the result of an increase in accounts receivable of $2.4 million and other assets of $13.8 million and a decrease in  accounts payable of $0.5 million and accrued expenses and other liabilities of $10.7 million, partially offset by a decrease in inventory of $0.5 million.

Fiscal 2019:

For the six months ended March 31, 2019, our operating activities used cash of $7.1 million, primarily due to our net loss of $10.5 million and changes in our operating assets and liabilities (or working capital components, which includes non-current inventory) of $0.7 million, partially offset by adjustments for non-cash charges, including depreciation and amortization expense of $3.2 million, stock-based compensation expense of $1.1 million and warranty provision of $0.1 million. The change in our operating assets and liabilities was primarily the result of increases in accounts receivable of $0.8 million and other assets of $3.2 million and a decrease in accounts payable of $0.3 million, partially offset by a decrease in inventory of $0.7 million and an increase in other liabilities of $2.9 million.  

Working Capital Components:

Accounts Receivable: We generally expect the level of accounts receivable at any given quarter end to reflect the level of sales in that quarter. Our accounts receivable balances have historically fluctuated due to the timing of account collections, timing of product shipments, and/or change in customer credit terms.

Inventory: We generally expect the level of inventory at any given quarter end to reflect the change in our expectations of forecasted sales during the quarter.  Our inventory balances have historically fluctuated due to the timing of customer orders and product shipments, changes in our internal forecasts related to customer demand, as well as adjustments related to excess and obsolete inventory and the purchase of non-current inventory.

Accounts Payable: The fluctuation of our accounts payable balances is primarily driven by changes in inventory purchases as well as changes related to the timing of actual payments to vendors.

Accrued Expenses: Our largest accrued expense typically relates to compensation. Historically, fluctuations of our accrued expense accounts have primarily related to changes in the timing of actual compensation payments, receipt or application of advanced payments, adjustments to our warranty accrual, and accruals related to professional fees.

Net Cash Provided By (Used In) Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Investing Activities

 

For the six months ended March 31, 

 

(in thousands, except percentages)

    

2020

    

2019

    

$ Change

    

% Change

 

Net cash provided by (used in) investing activities

 

$

12,486

 

$

(5,576)

 

$

18,062

 

323.9%

 

 

Fiscal 2020:

For the six months ended March 31, 2020, our investing activities provided cash of $12.5 million primarily from cash proceeds from the disposal of property, plant and equipment of $14.9 million partially offset by capital-related expenditures of $2.4 million.

33

Fiscal 2019:

For the six months ended March 31, 2019, our investing activities used $5.6 million of cash for capital related expenditures of $5.6 million primarily related to investment in our wafer fabrication facility.

Net Cash (Used In) Provided By Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

For the six months ended March 31, 

 

(in thousands, except percentages)

    

2020

    

2019

    

$ Change

    

% Change

 

Net cash (used in) provided by financing activities

 

$

(4,853)

 

$

44

 

$

(4,897)

 

-11129.5%

 

 

Fiscal 2020:

For the six months ended March 31, 2020, our financing activities used cash of $4.9 million primarily due to net payments  related to borrowings from our bank Credit Facility of $5.5 million partially offset by proceeds from stock plan transactions of $0.3 million and issuance of restricted stock units of $0.4 million. 

Fiscal 2019:

For the six months ended March 31, 2019, our financing activities provided cash of $44,000 primarily from proceeds from stock plan transactions of $0.2 million partially offset by tax withholding paid on behalf of employees for stock-based awards of $0.2 million.

Contractual Obligations and Commitments

As of the date of this report, other than changes related to adoption of the new lease accounting standard as discussed in Note 2 – Recent Accounting Pronouncements to the condensed consolidated financial statements, there were no material changes to our contractual obligations and commitments outside the ordinary course of business since September 30, 2019 as reported in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019.  

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements other than our operating leases described above, that have or are reasonably likely to have a current or future material effect on our condensed consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. If these estimates differ significantly from actual results, the impact to the condensed consolidated financial statements may be material. There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019. Please refer to Part II, Item 7 of our Annual Report on Form 10‑K for the fiscal year ended September 30, 2019 for a discussion of our critical accounting policies and estimates.

ITEM 3.            Quantitative and Qualitative Disclosures about Market Risks

We are exposed to financial market risks, including changes in currency exchange rates and interest rates. We do not use derivative financial instruments for speculative purposes.

Foreign Currency Exchange Risks

The United States dollar is the reporting currency for our condensed consolidated financial statements. The functional currency for our China subsidiaries is the Yuan Renminbi.

34

We recognize translation adjustments due to the effect of changes in the value of the Yuan Renminbi relative to the U.S. dollar associated with our operations in China. The assets and liabilities of our foreign operations are translated from their respective functional currencies into U.S. dollars at the rates in effect at the consolidated balance sheet dates, and the revenue and expense amounts are translated at the average rate during the applicable periods reflected on the consolidated statements of operations and comprehensive income. Foreign currency translation adjustments are recorded as accumulated other comprehensive income.

Gains and losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and comprehensive income.

During the normal course of business, we are exposed to market risks associated with fluctuations in foreign currency exchange rates due to the Yuan Renminbi. To reduce the impact of these risks on our earnings and to increase the predictability of cash flows, we use natural offsets in receipts and disbursements within the applicable currency as the primary means of reducing the risk.

Some of our foreign suppliers may adjust their prices (in U.S. dollars) from time to time to reflect currency exchange fluctuations, and such price changes could impact our future financial condition or results of operations. We do not currently hedge our foreign currency exposure.

Interest Rate Risks

We monitor our interest rate risk on cash balances primarily through cash flow forecasting. Cash that is surplus to immediate requirements is invested in short-term deposits with banks accessible with short notice and invested in money market accounts. Based on the LIBOR rate loans outstanding under our credit facility during the three and six months ended March  31, 2020, a hypothetical 50 basis points increase in interest rates would have resulted in an insignificant amount of additional interest expense.

Inflation Risks

Inflationary factors, such as increases in material costs and operating expenses, may adversely affect our results of operations and cash flows. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, an increase in the rate of inflation in the future may have an adverse effect on the levels of gross profit and operating expenses as a percentage of revenue if the sales prices for our products do not proportionately increase with these increases in expenses.

Credit Market Conditions

The U.S. and global capital markets periodically experience turbulent conditions, particularly in the credit markets, which can result in tightening of lending standards, reduced availability of credit, and reductions in certain asset values. The continued spread of COVID-19 has led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources in the future. If we need to raise additional capital to support operations in the future, we may be unable to access capital markets and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business. This could also impact our ability to obtain additional funding through asset sales.

ITEM 4.            Controls and Procedures

a.           Evaluation of Disclosure Controls and Procedures

Our management, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Accounting Officer), evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of March 31, 2020. Based upon this

35

evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

b.           Changes in Internal Control over Financial Reporting

As a result of the acquisition of SDI on June 7, 2019, our management is in the process of reviewing and evaluating the design and operating effectiveness of its internal control over financial reporting relating to SDI. Certain changes have been made and will continue to be made to our internal controls until management has completed its evaluation and integrated SDI’s information and accounting systems and processes, and any such changes that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting will be disclosed in the Company’s annual report on Form 10-K for the year ending September 30, 2020.  

There have been no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a‑15(f) and 15d‑15(f) promulgated under the Exchange Act) during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.            Other Information

ITEM 1.              Legal Proceedings

See the disclosures under the caption “Legal Proceedings” in Note 13 - Commitments and Contingencies in the notes to our condensed consolidated financial statements for disclosures related to our legal proceedings, which disclosures are incorporated herein by reference.

ITEM 1A.              Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10K for the fiscal year ended September 30, 2019, which could materially affect our business, financial condition or future results. Except for the risk factors discussed below, we do not believe that there have been any material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. The risks described in our Annual Report on Form 10K and described below are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition, operating results and/or cash flows.

The full effects of COVID-19 and other potential future public health crises, epidemics, pandemics or similar events are uncertain and could have a material and adverse effect on our business, financial condition, operating results and cash flows.

The global outbreak of the coronavirus disease 2019 (“COVID-19”) was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020. This has negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel and transportation,  resulted in mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. The full extent of the COVID-19 impact on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain, out of our control and cannot be predicted.

In accordance with applicable U.S. state and county ordinances generally exempting essential businesses and/or critical infrastructure workforces from mandated closures and orders to “shelter-in-place,” our U.S. production facilities have continued to operate in support of essential products and services, subject to limitations and requirements pursuant to applicable state and county orders with regard to ongoing operations that have reduced the efficiency of our engineering

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and operational teams. However, facility closures or further work slowdowns or temporary stoppages could occur, and in many cases, our facilities and supplier facilities are not operating under full staffing as a result of COVID-19, which could have a longer-term impact and could delay our deliveries to customers. In addition, other countries have different practices and policies that can affect our international operations and the operations of our suppliers and customers. For example, operations at our Beijing facility ceased for one additional week beyond the Chinese New Year holiday in early February as a result of the COVID-19 situation, and additional closures could occur.

In addition, the COVID-19 pandemic has negatively affected, and could have further negative effects on, the timing of the sale and transfer of certain CATV module and transmitter manufacturing equipment that we have agreed, as part of our efforts to streamline operations and move to a variable cost model in our CATV Lasers and Transmitters product lines, to sell to Hytera Communications (Hong Kong) Company Limited (“Hytera HK”), and Shenzhen Hytera Communications Co., Ltd. (“Shenzhen Hytera”, and together with Hytera HK, the “Buyers”), for use by the Buyers in connection with the manufacturing of certain CATV module and transmitter products for us from a manufacturing facility located in Thailand.  The sale and transfer of the equipment will occur in three separate closings, one of which occurred in the quarter ended December 31, 2019 and the other two of which are now expected to occur during the quarters ending June 30, 2020 and September 30, 2020, respectively.  The timing and completion of these transfers may be further disrupted as a result of COVID-19, which could delay our recognition of the anticipated benefits of transferring this equipment and could disrupt our manufacturing activities for these products. 

If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, absenteeism, government actions, facility closures, travel restrictions or other restrictions in connection with the COVID-19 pandemic, our operations will be negatively impacted. We may be unable to perform fully on our contracts and our costs may increase as a result of the COVID-19 outbreak. The impact of COVID-19 could worsen if there is an extended duration of any COVID-19 outbreak or a resurgence of COVID-19 infection in affected regions after they have begun to experience improvement.

As described in Item 1A, Risk Factors of our Annual Report on Form 10-K for the fiscal year ended September 30, 2019, we rely on other companies to provide materials, major components and products, and to perform a portion of the services that are provided to our customers under the terms of most of our contracts where we rely on these third parties.  Many of our suppliers have temporarily ceased or limited operations as a result of COVID-19 and failed to deliver parts or components to us. An extended period of global supply chain disruption caused by the response to COVID-19 could impact our ability to perform on our contracts and, if we are not able to implement alternatives or other mitigations, product deliveries could be adversely impacted. In addition, the rapid decline in commercial airline traffic created shortages in air freight capacity, making it more difficult and costly to timely procure parts and components.

As a result of COVID-19, we could see reduced customer orders in certain of our product lines, which could adversely affect our revenues, financial performance and cash flows, and could result in inventory write-downs and impairment losses. Delays in inspection, acceptance and payment by our customers, many of whom are teleworking, could also affect our revenues and cash flows, and current limitations on travel to customers could impact orders. Limitations on government operations can also impact regulatory approvals such as export licenses that are needed for international sales and deliveries for certain of our products. Government funding priorities may change as a result of the costs of COVID-19, which could adversely affect our revenues arising from government contracts or subcontracts, and with respect to such contracts, we could experience delays in new program starts or awards of future work as well as the uncertain impact of contract modifications to respond to the national emergency.

The continued spread of COVID-19 has also led to disruption and volatility in the global capital markets, which, depending on future developments, could impact our capital resources and liquidity in the future. If we need to raise additional capital to support operations in the future, we may be unable to access capital markets and additional capital may only be available to us on terms that could be significantly detrimental to our existing stockholders and to our business as a result of COVID-19. We are also monitoring the impacts of COVID-19 on the fair value of our assets. While we do not currently anticipate any material impairments on our assets as a result of COVID-19, future changes in expectations for sales, earnings and cash flows related to intangible assets and goodwill below our current projections could cause these assets to be impaired.

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ITEM 6.              Exhibits and Financial Statement Schedules

2.1

 

Purchase and Sale Agreement, dated as of June 7, 2019 by and among EMCORE Corporation, The Resilience Fund IV, L.P., The Resilience Fund IV-A, L.P., Aerospace Newco Holdings, Inc. and Ember Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on June 10, 2019).

2.2

 

Asset Purchase Agreement, dated as of October 25, 2019 by and among EMCORE Corporation, Hytera Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co., Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 30, 2019).

10.1

 

Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) dated as of December 31, 2019 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8 K filed on January 6, 2020).

10.2

 

First Amendment to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) dated as of January 13, 2020 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc. (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 10, 2020).

10.3

 

Single-Tenant Triple Net Lease, dated as of February 10, 2020 by and between Systron Donner Inertial, Inc. and Eagle Rock Holdings, LP (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8 K filed on February 11, 2020).

10.4

 

Lease Guaranty, dated as of February 10, 2020, by and between Systron Donner Inertial, Inc. and Eagle Rock Holdings, LP (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 11, 2020).

10.5

 

Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, entered into by and between EMCORE Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2020).

10.6†**

 

Directors’ Compensation Policy (effective March 19, 2020).

31.1**

 

Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2**

 

Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1***

 

Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2***

 

Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**

 

XBRL Instance Document.

101.SCH**

 

XBRL Taxonomy Extension Schema Document.

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB**

 

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document.


 Management contract or compensatory plan

** Filed herewith

*** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

 

 

    

EMCORE CORPORATION

 

 

 

 

 

Date:  

May 7, 2020

 

By:

/s/ Jeffrey Rittichier

 

 

 

 

Jeffrey Rittichier

 

 

 

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

Date:  

May 7, 2020

 

By:

/s/ Tom Minichiello

 

 

 

 

Tom Minichiello

 

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

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