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Share Name | Share Symbol | Market | Type |
---|---|---|---|
EMCORE Corporation | NASDAQ:EMKR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.08 | 3.11% | 2.65 | 2.55 | 3.80 | 2.75 | 2.55 | 2.61 | 81,690 | 05:00:09 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New Jersey
(State or other jurisdiction of incorporation or organization)
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22-2746503
(I.R.S. Employer Identification No.)
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2015 W. Chestnut Street, Alhambra, California, 91803
(Address of principal executive offices) (Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common stock, no par value
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The Nasdaq Stock Market LLC (Nasdaq Global Market)
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▪
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CATV Products
- EMCORE is an established market leader in providing Radio Frequency (“RF”) over fiber products for the CATV industry. Our products enable cable systems providers to increase data transmission distance, speed and bandwidth in Hybrid Fiber Coaxial (“HFC”) networks, with lower noise and power consumption. This empowers cable service operators to meet the growing demand for high-speed Internet, HDTV, Ultra HDTV, video streaming and other advanced services. Our CATV products include forward and return-path analog lasers, receivers, photodetectors and subassembly components; analog and digital fiber-optic transmitters, Quadrature Amplitude Modulation (“QAM”) transmitters, optical switches and CATV fiber amplifiers. EMCORE’s latest series of CATV transmitters feature the Company’s breakthrough Linear Externally Modulated Laser (“L-EML”) technology that enables long distance optical link performance approaching traditional lithium niobate-based externally-modulated transmitters, but is more cost-effective and far exceeds the performance of Distributed Feedback (“DFB”) laser-based systems. EMCORE’s CATV transmitter products are offered on an OEM and ODM basis for integration into complete CATV transmission systems, and the Company also offers its own branded line of EMCORE Medallion series rack-mount CATV transmitters, optical switches and fiber amplifiers. EMCORE’s Medallion series products include DOCSIS
3.1, 1550 nm externally-modulated transmitters, 1550 nm directly-modulated transmitters, optical A/B switches, and 1RU and 2RU rack-mount CATV fiber amplifiers. EMCORE’s Medallion series transmitters, optical switches and fiber amplifiers, in conjunction with EMCORE’s components and Radio Frequency over Glass (“RFoG”) products, comprise a complete end-to-end CATV system.
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▪
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Laser, Receiver and Photodetector Component Products
- We are a leading provider of optical components including lasers, receivers and photodetectors (also called “photodiodes”). Our products include CWDM (“Coarse Wavelength Division Multiplexing”) and DWDM (“Dense Wavelength Division Multiplexing”), 1310 nm and 1550 nm DFB lasers and optical receivers optimized for CATV, DOCSIS (Data Over Cable Service Interface Specification
)
3.1 and wireless applications. Form-factors for laser products include 14-pin butterfly and coaxial TO-Can. In addition, we offer broadband photodiodes used in forward-and return-path broadband and FTTP applications. EMCORE’s component products to the global fiber optics industry leverage the benefits of our vertically-integrated infrastructure, low-cost manufacturing and early access to newly developed internally-produced components.
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•
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Radio Frequency over Glass (RFoG) FTTP Products
- EMCORE supports deployments of RFoG access networks for homes and businesses worldwide with customer qualified FTTP products for video, voice and data services. Our products include an RFoG Optical Networking Unit (“ONU”) transceiver that features breakthrough OBI (“Optical Beat Interference”) mitigation technology to significantly improve RFoG network performance in high-density customer environments. Additional products for RFoG networks include analog fiber optic transmitters for video overlay, high-power Erbium-Doped Fiber Amplifiers (“EDFA”), analog and digital lasers, photodetectors and subassembly components. Our RFoG-FTTP products provide our customers with higher performance designs and support exceptional network performance capabilities for service providers.
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•
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Satellite/Microwave Communications Products
- EMCORE has an established history as a pioneer of innovative RF over fiber solutions for high-performance fiber optic links in the terrestrial portion of satellite communications networks. EMCORE’s satellite/microwave band components and complete systems transport an ultra-broadband frequency range including IF, L, S, C, X, DBS, Ku, K, Ka, and Ultra-Wideband signal transport. A wide range of high-dynamic-range applications are supported including satellite antenna remoting and signal distribution, inter- and intra-facility links, site diversity systems, high-performance supertrunking links, electronic warfare systems and radar testing. EMCORE’s complete line of satellite and microwave components, subassemblies and systems eliminate the distance limitations of copper-based coaxial systems. Our rack-mount Optiva Platform RF & Microwave Fiber Optic Transport System features a wide range of Simple Network Management Protocol (“SNMP”) managed fiber optic transmitters, receivers, optical amplifiers, RF and optical switches, passive devices and Ethernet products that provide high-performance fiber optic transmission between satellite hub equipment and antenna dishes. EMCORE also offers a series of ruggedized microwave flange-mount transmitters, receivers and optical delay line products that meet the reliability and durability requirements of the U.S. government and defense markets. These products are tailored to the requirements of higher frequency applications such as microwave antenna signal distribution, electronic warfare systems and radar system calibration and testing. They provide our customers with high frequency, dynamic range, compact form-factors, and extreme temperature, shock and vibration tolerance. To the extent sales of our satellite/microwave communications products are related to U.S. government contracts or subcontracts, this portion of the business may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of the U.S. government or an agency thereof.
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•
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Wireless Communications Products
- The increasing dependence on wireless access for social media, text, email, uploading and downloading of apps, music, videos and photos has created greater demand for deployment of cost-effective, high-performance, integrated wireless Distributed Antenna System (“DAS”) networks. Wireless systems providers are building systems in subway tunnels, stadiums, hotels, high-speed trains and cruise ships. EMCORE has developed highly linear fiber optic products that are optimized for wireless applications which we believe integrate extremely well into these systems. They enhance bandwidth and linearity to enable the delivery of consistent, reliable signals in areas where interference is high or signals are weak. EMCORE’s products for wireless applications include DFB lasers and optical receivers specifically designed for wireless networks, 3 GHz and 6.5 GHz fiber optic links for cellular backhaul, 4G LTE and DAS.
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▪
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High-Power Gain Chips Products -
EMCORE, through our previous experience in the Telecom tunable module market, has design and engineering expertise in development and manufacturing of high-power gain chips for tunable lasers and transceivers utilized in coherent DWDM optical transmission systems.
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•
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GPON Fiber-To-The-Premises (FTTP) and Data Center Chip Products
- EMCORE’s chip devices portfolio is continually developing to support the latest advances in PON including GPON, 10G-EPON, XG-PON, XGS-PON, along with 4G LTE and data center applications. The Company’s laser chip devices offering includes 2.5G and 10G PON DFB and 10G Fabry-Perot laser chips. Wavelengths supported include 1270, 1290, 1310, 1330, 1490, 1550 and 1610 nm. In addition, EMCORE offers 2.5G and 10G APD top and bottom illuminated chips and COB, along with 10G PIN photodiode chips, with additional products in development.
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•
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Fiber Optic Gyroscope Products
- EMCORE’s FOG program has received multiple U.S. patents and has been qualified for several key military programs for applications including Unmanned Aerial Systems (“UAS”), line-of-site stabilization, aviation and aeronautics. All EMCORE FOGs feature advanced optics with only three components for simplified assembly along with Digital Signal Processing (“DSP”) or Field Programmable Gate Array (“FPGA”) for higher accuracy, lower noise and greater efficiency. The integrated DSP or FGPA also improves optical drift stability and enables higher linearity and greater environmental flexibility. EMCORE’s FOG products range from tactical to navigational grade gyros where the critical specifications for fiber length, Angle Random Walk (“ARW”) and drift rate improves through the product line to provide customers greater flexibility in choosing the performance level that best meets their application.
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•
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Inertial Measurement Units and Navigation Systems Products
- EMCORE’s
IMU and INS systems are based on our advanced FOG technology and provide superior SWaP compared to competing systems. Our products provide customers the flexibility to choose options from straightforward IMU operation to full navigation and are higher performance form, fit and function replacements for other IMUs and legacy systems. EMCORE’s IMUs and INS products deliver high-precision with up to five-times better performance than competing units in compact, portable form-factors that provide standalone aircraft grade navigator performance at one-third the size of competing systems. Recently EMCORE launched its new EMCORE-Orion
TM
series of high-precision Micro Inertial Navigation (MINAV) systems designed primarily for applications where navigation aids such as GPS are unavailable or denied. The advanced technology incorporated enables these systems to provide performance close to that of traditional RLG (Ring Laser) INS with one-third the SWaP. We believe the EMCORE MINAV’s low SWaP makes it an ideal inertial navigation system for unmanned aerial vehicle and dismounted soldier applications, and the units can operate as navigators or very precise IMUs with lower noise and greater stability than competing systems.
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•
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a downturn in the markets for our customers’ products;
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•
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discontinuation by our vendors of, or unavailability of, components or services used in our products;
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disruptions or delays in our manufacturing processes or in our supply of raw materials or product components;
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a failure to anticipate changing customer product requirements;
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market acceptance of our products;
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cancellations or postponements of previously placed orders;
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•
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increased financing costs or any inability to obtain necessary financing;
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the impact on our business of current or future cost reduction measures;
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•
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a loss of key personnel or the shortage of available skilled workers;
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•
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economic conditions in various geographic areas where we or our customers do business;
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the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products;
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significant warranty claims, including those not covered by our suppliers;
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product liability claims;
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other conditions affecting the timing of customer orders;
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reductions in prices for our products or increases in the costs of our raw materials;
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effects of competitive pricing pressures, including decreases in average selling prices of our products;
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fluctuations in manufacturing yields;
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obsolescence of products;
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research and development expenses incurred associated with new product introductions;
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natural disasters, such as hurricanes, earthquakes, fires, and floods;
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the emergence of new industry standards;
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the loss or gain of significant customers;
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the introduction of new products and manufacturing processes;
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changes in technology;
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intellectual property disputes;
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customs (including tariffs imposed on our products or raw materials, equipment or components used in the production of our products), import/export, and other regulations of the countries in which we do business;
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the occurrence of M&A activities; and
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acts of terrorism or violence and international conflicts or crises.
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insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business;
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problems integrating the acquired operations, personnel, technologies, or products with the existing business and products;
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diversion of management's time and attention from our core business to the acquired business or joint venture;
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potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture;
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difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us;
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reliance upon joint ventures which we do not control;
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subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and
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assumption of liabilities including, but not limited to, lawsuits, environmental liabilities, regulatory liabilities, tax examinations and warranty issues.
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unexpected changes in regulatory requirements;
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legal uncertainties regarding liability, tariffs, and other trade barriers;
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inadequate protection of intellectual property in some countries;
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greater incidence of shipping delays;
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greater difficulty in overseeing manufacturing operations;
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greater difficulty in hiring talent needed to oversee manufacturing operations;
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potential political and economic instability and natural disasters;
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potential adverse actions by the U.S. government pursuant to its stated intention to reduce the loss of U.S. jobs;
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natural disasters;
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trade and travel restrictions; and
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the outbreak of infectious diseases which could result in travel restrictions or the closure of the facilities of our contract manufacturers.
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changing product specifications and customer requirements;
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unanticipated engineering complexities;
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expense reduction measures we have implemented and others we may implement;
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difficulties in hiring and retaining necessary technical personnel; and
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difficulties in allocating engineering resources and overcoming resource limitations.
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our customers can stop purchasing our products at any time without penalty;
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our customers may purchase products from our competitors; and
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our customers are not required to make minimum purchases.
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political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located;
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we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables;
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tariffs and other barriers may make our products less cost competitive;
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the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with;
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potentially adverse tax consequences to our customers may damage our cost competitiveness;
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customs, import/export, and other regulations of the countries in which we do business may adversely affect our business;
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different technical standards or requirements, such as country or region-specific requirements to eliminate the use of lead
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currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and
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language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete.
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•
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the Federal Acquisition Regulations, Defense Federal Acquisition Regulation Supplement and other supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. government contracts;
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the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations;
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the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively; and
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the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage.
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infringement claims (or claims for indemnification resulting from infringement claims) will not be asserted against us or that such claims will not be successful;
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•
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future assertions will not result in an injunction against the sale of infringing products, which could require us to cease the manufacture, use or sale of the infringing products, processes or technology and expend significant resources to develop non-infringing technology, adversely affecting our business, results of operations, and cash flows;
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•
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any patent owned or licensed by us will not be invalidated, circumvented, or challenged; or
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•
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we will not be required to obtain licenses or pay substantial damages for past, present and future use of the infringing technology, the expense of which may adversely affect our results of operations, and cash flows.
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classify our Board of Directors into three classes, with staggered three-year terms and, until recent respective amendments to our certificate of incorporation and bylaws that became effective in March 2018 to declassify our Board of Directors are fully phased in beginning with our 2021 annual meeting of
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•
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provide that directors are not subject to removal except for cause by the vote of the holders of a majority of our capital stock;
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provide that a supermajority vote of our shareholders is required to amend some portions of our amended and restated certificate of incorporation and amended and restated bylaws, including requiring approval by the holders of 80% of our voting stock for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors;
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authorize the issuance of preferred stock that can be created and issued by our Board of Directors without prior shareholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of our common stock;
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limit the persons who can call special shareholder meetings;
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establish advance notice requirements to nominate persons for election to our Board of Directors or to propose matters that can be acted on by shareholders at shareholder meetings;
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do not provide for cumulative voting in the election of directors; and
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provide for the filling of vacancies on our Board of Directors by action of 66 2/3% of the directors and not by the shareholders.
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invest in our research and development efforts, including by hiring additional technical and other personnel;
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maintain and expand our operating or manufacturing infrastructure;
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acquire complementary businesses, products, services or technologies; or
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otherwise pursue our strategic plans and respond to competitive pressures.
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(1)
|
Leases have the option to be renewed by us at fixed terms.
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(2)
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Certain facility leases in Alhambra, California which have expired are being maintained on a month-to-month basis.
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(3)
|
The Ivyland, Pennsylvania facility was closed during the fiscal year ended September 30, 2018 and is no longer occupied.
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High and Low Sales Price Ranges of EMCORE Corporation's Common Stock
|
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First Quarter
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Second Quarter
|
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Third Quarter
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Fourth Quarter
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Fiscal 2018
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$5.80 - $8.75
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$4.90 - $7.25
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$4.40 - $5.85
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$4.40 - $5.50
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Fiscal 2017
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$5.15 - $9.50
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$8.05 - $10.50
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$8.10 - $11.95
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$8.20 - $12.20
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Statements of Operations Data
(in thousands, except loss per share)
|
For the Fiscal Years Ended September 30,
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||||||||||||||||||
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2018
|
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2017
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2016
|
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2015
|
|
2014
|
||||||||||
Revenue
|
$
|
85,617
|
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$
|
122,895
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|
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$
|
91,998
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|
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$
|
81,685
|
|
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$
|
55,514
|
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Gross profit
|
18,487
|
|
|
42,534
|
|
|
30,954
|
|
|
28,691
|
|
|
12,114
|
|
|||||
Operating (loss) income
|
(18,311
|
)
|
|
7,741
|
|
|
2,939
|
|
|
(4,522
|
)
|
|
(20,331
|
)
|
|||||
(Loss) income from continuing operations
|
(17,453
|
)
|
|
8,221
|
|
|
2,619
|
|
|
(2,272
|
)
|
|
4,082
|
|
|||||
Income from discontinued operations
|
—
|
|
|
14
|
|
|
5,647
|
|
|
65,372
|
|
|
770
|
|
|||||
Net (loss) income
|
(17,453
|
)
|
|
8,235
|
|
|
8,266
|
|
|
63,100
|
|
|
4,852
|
|
|||||
Net (loss) income per basic share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
0.00
|
|
|
0.22
|
|
|
2.18
|
|
|
0.03
|
|
|||||
Net (loss) income per basic share
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
$
|
2.10
|
|
|
$
|
0.16
|
|
Net (loss) income per diluted share
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
|
$
|
(0.08
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
0.00
|
|
|
0.21
|
|
|
2.18
|
|
|
0.03
|
|
|||||
Net (loss) income per diluted share
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.31
|
|
|
$
|
2.10
|
|
|
$
|
0.16
|
|
Balance Sheet Data
(in thousands)
|
|
As of September 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash, cash equivalents and restricted cash
|
|
$
|
63,195
|
|
|
$
|
68,754
|
|
|
$
|
64,870
|
|
|
$
|
112,260
|
|
|
$
|
22,169
|
|
Working capital
|
|
88,848
|
|
|
103,042
|
|
|
92,957
|
|
|
127,994
|
|
|
30,914
|
|
|||||
Total assets
|
|
135,898
|
|
|
144,084
|
|
|
127,211
|
|
|
160,907
|
|
|
191,342
|
|
|||||
Long-term liabilities
|
|
1,891
|
|
|
1,667
|
|
|
1,635
|
|
|
1,774
|
|
|
6,018
|
|
|||||
Shareholders' equity
|
|
106,805
|
|
|
120,774
|
|
|
107,317
|
|
|
135,442
|
|
|
112,347
|
|
•
|
We recorded a
$1.0 million
reserve on non-current inventory in the fiscal year ended September 30, 2018 due to the decline in sales and future demand of the inventory.
|
•
|
As a result of the revision in the estimated amount and timing of cash flows for Asset Retirement Obligations (“ARO” or “AROs”) during the fiscal year ended September 30, 2018, the Company increased the ARO liability by
$0.1 million
and recorded a loss from change in estimate on ARO liability.
|
•
|
We recorded a charge to impairments of approximately $0.5 million in the fiscal year ended September 30, 2017 in connection with the transition of our manufacturing operations in China to a new manufacturing facility. See
Note 9 - Property, Plant, and Equipment
, net for additional information.
|
•
|
During the fiscal year ended September 30, 2017, the Company recorded charges of $2.0 million related to various reductions in workforce primarily related to the outsourcing of our wafer fabrication lab and operations assembly and the opening of our new manufacturing facility in China. See
Note 10 - Accrued Expenses and Other Current Liabilities
for additional information.
|
•
|
On July 5, 2016, the Company declared a special cash dividend of $1.50 per share of the Company's common stock, for a total of $39.2 million. The dividend was paid on July 29, 2016 to shareholders of record as of the close of business on July 18, 2016. See
Note 14 - Equity
for additional information.
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•
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On September 23, 2014, Sumitomo Electric Industries, Ltd. ("SEI") filed for arbitration against EMCORE, in accordance with the terms of the Master Purchase Agreement between the parties. SEI was seeking $47.5 million from EMCORE, relating to numerous claims. On April 12, 2016, the International Court of Arbitration tribunal rejected SEI's claims. The panel ruled that EMCORE owed SEI none of the amounts SEI sought in the arbitration and that the Company was entitled to collect the $1.9 million held in escrow, which was received in June 2016 and was included in cash at September 30, 2016. The Company was also entitled to recover $2.6 million in legal fees and costs from SEI, which was received in June 2016 and has been recorded by EMCORE within operating income. See
Note 13 - Commitments and Contingencies
for additional information.
|
•
|
In September 2016, the Company paid $2.9 million previously accrued related to a termination fee for terminating a prior joint venture agreement. See
Note 13 - Commitments and Contingencies
for additional information.
|
•
|
During fiscal year 2016, the Company paid $6.1 million for the purchase of long-term inventory as a result of the vendor announcing it would cease manufacturing a part.
|
•
|
As a result of the SEI arbitration tribunal ruling above, during the fiscal year ended September 30, 2016, we recognized a gain associated with the release of $3.4 million of previously deferred gain associated with the sale of assets and reversal of other liabilities of $0.4 million, resulting in a credit of $3.8 million to recognition of previously deferred gain on sale of assets within discontinued operations of the Digital Products Business. See
Note 5 - Discontinued Operations
and
Note 13 - Commitments and Contingencies
for additional information.
|
•
|
Common Stock Repurchase: In April 2015, EMCORE's Board of Directors authorized the Company to repurchase $45.0 million of shares of its common stock. On May 15, 2015, we announced the commencement of a modified "Dutch auction" tender offer to purchase for cash shares of our common stock (the "Tender Offer"). On June 15, 2015, we completed the Tender Offer and purchased 6.9 million shares of our common stock at a purchase price of $6.55 per share, for an aggregate cost of $45.0 million excluding fees and expenses. Repurchased common stock was recorded to treasury stock. The Company incurred costs of $0.7 million in connection with the Tender Offer, which were recorded to treasury stock.
|
•
|
AROs
:
As a result of the revision in the estimated amount and timing of cash flows for AROs during the fiscal year ended September 30, 2015, the Company reduced ARO liability by $2.9 million with an offsetting reduction to property, plant, and equipment, net of $2.1 million, and recorded a gain from change in estimate on ARO of $0.8 million. The Company first reduced the net leasehold improvement asset to the extent of the carrying amount of the related asset initially recorded when the ARO was established. The amount of the remaining reduction to the ARO liability was recorded as a reduction to operating expenses. See
Note 13 - Commitments and Contingencies
in the notes to the consolidated financial statements for additional information.
|
•
|
Photovoltaic and Digital Products Asset Sales: On December 10, 2014, we sold our Photovoltaics Business to SolAero Technologies Corporation (“SolAero”) purchased substantially all of the assets, and assumed substantially all of the liabilities, related to or used in connection with the Company’s photovoltaics business, including EMCORE’s subsidiaries EMCORE Solar Power, Inc. and EMCORE IRB Company, LLC (collectively, the “Photovoltaics Business”), for $149.9 million in cash, after giving effect to a $0.1 million working capital adjustment finalized and paid during the fiscal year ended September 30, 2015. On January 2, 2015, NeoPhotonics Corporation acquired certain assets, and assumed certain liabilities, of the Company’s telecommunications business (the “Digital Products Business”), for $17.0 million in cash and a notes receivable that was paid in April 2015. These asset sales are reported as discontinued operations, which require retrospective restatement of prior periods to classify the results of operations for the businesses sold as discontinued operations. No assets or liabilities that were sold from either the Photovoltaic Business or Digital Products Business remain on the consolidated balance sheet as of September 30, 2018, 2017, 2016 and 2015. See
Note 5 - Discontinued Operations
in the notes to the consolidated financial statements for additional information.
|
•
|
We recorded a net deferred tax valuation allowance release of $24.1 million as an income tax benefit during fiscal year 2014. All of the $24.1 million in deferred tax assets were used in fiscal year 2015 when income tax expense was recorded as a result of the sale of the Photovoltaics Business, thus no cash was received for the deferred tax assets.
|
•
|
the valuation of inventory;
|
•
|
the allowance for doubtful accounts; and,
|
•
|
the valuation allowance for deferred tax assets.
|
|
For the fiscal year ended September 30,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
78.4
|
|
|
65.4
|
|
|
66.4
|
|
Gross profit
|
21.6
|
|
|
34.6
|
|
|
33.6
|
|
Operating expense (income):
|
|
|
|
|
|
|||
Selling, general, and administrative
|
24.8
|
|
|
18.1
|
|
|
22.5
|
|
Research and development
|
18.0
|
|
|
10.2
|
|
|
10.8
|
|
Impairments
|
—
|
|
|
0.4
|
|
|
|
|
Recovery of previously incurred litigation related fees and expenses from arbitration award
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
Loss (gain) from change in estimate on ARO
|
0.2
|
|
|
—
|
|
|
—
|
|
Loss (gain) on sale of assets
|
0.1
|
|
|
(0.4
|
)
|
|
(0.1
|
)
|
Total operating expense
|
43.1
|
|
|
28.3
|
|
|
30.4
|
|
Operating (loss) income
|
(21.5
|
)
|
|
6.3
|
|
|
3.2
|
|
Other income (expense):
|
|
|
|
|
|
|||
Interest income, net
|
0.9
|
|
|
0.2
|
|
|
0.1
|
|
Foreign exchange (loss) gain
|
(0.5
|
)
|
|
0.1
|
|
|
(0.4
|
)
|
Other income
|
0.1
|
|
|
0.2
|
|
|
—
|
|
Total other income (expense)
|
0.5
|
|
|
0.5
|
|
|
(0.3
|
)
|
(Loss) income from continuing operations before income tax benefit (expense)
|
(21.0
|
)
|
|
6.8
|
|
|
2.9
|
|
Income tax benefit (expense)
|
0.5
|
|
|
(0.1
|
)
|
|
(0.0
|
)
|
(Loss) income from continuing operations
|
(20.5
|
)
|
|
6.7
|
|
|
2.9
|
|
Loss from discontinued operations, net of tax
|
—
|
|
|
0.0
|
|
|
6.1
|
|
Net (loss) income
|
(20.4
|
)%
|
|
6.7
|
%
|
|
9.0
|
%
|
(in thousands, except percentages)
|
For the Fiscal Years Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
85,617
|
|
|
$
|
122,895
|
|
|
$
|
(37,278
|
)
|
|
(30.3)%
|
Cost of revenue
|
67,130
|
|
|
80,361
|
|
|
(13,231
|
)
|
|
(16.5)%
|
|||
Gross profit
|
18,487
|
|
|
42,534
|
|
|
(24,047
|
)
|
|
(56.5)%
|
|||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
21,232
|
|
|
22,246
|
|
|
(1,014
|
)
|
|
(4.6)%
|
|||
Research and development
|
15,387
|
|
|
12,542
|
|
|
2,845
|
|
|
22.7%
|
|||
Impairments
|
—
|
|
|
506
|
|
|
(506
|
)
|
|
(100.0)%
|
|||
Loss (gain) from change in estimate on ARO
|
145
|
|
|
(45
|
)
|
|
190
|
|
|
422.2%
|
|||
Loss (gain) on sale of assets
|
34
|
|
|
(456
|
)
|
|
490
|
|
|
107.5%
|
|||
Total operating expense
|
36,798
|
|
|
34,793
|
|
|
2,005
|
|
|
5.8%
|
|||
Operating (loss) income
|
(18,311
|
)
|
|
7,741
|
|
|
(26,052
|
)
|
|
(336.5)%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income, net
|
733
|
|
|
245
|
|
|
488
|
|
|
199.2%
|
|||
Foreign exchange (loss) gain
|
(434
|
)
|
|
82
|
|
|
(516
|
)
|
|
(629.3)%
|
|||
Other income
|
110
|
|
|
316
|
|
|
(206
|
)
|
|
(65.2)%
|
|||
Total other income
|
409
|
|
|
643
|
|
|
(234
|
)
|
|
(36.4)%
|
|||
(Loss) income from continuing operations before income tax benefit (expense)
|
(17,902
|
)
|
|
8,384
|
|
|
(26,286
|
)
|
|
(313.5)%
|
|||
Income tax benefit (expense)
|
449
|
|
|
(163
|
)
|
|
612
|
|
|
375.5%
|
|||
(Loss) income from continuing operations
|
(17,453
|
)
|
|
8,221
|
|
|
(25,674
|
)
|
|
(312.3)%
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
14
|
|
|
(14
|
)
|
|
(100.0)%
|
|||
Net (loss) income
|
$
|
(17,453
|
)
|
|
$
|
8,235
|
|
|
$
|
(25,688
|
)
|
|
(311.9)%
|
(in thousands, except percentages)
|
For the Fiscal Years Ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
122,895
|
|
|
$
|
91,998
|
|
|
$
|
30,897
|
|
|
33.6%
|
Cost of revenue
|
80,361
|
|
|
61,044
|
|
|
19,317
|
|
|
31.6%
|
|||
Gross profit
|
42,534
|
|
|
30,954
|
|
|
11,580
|
|
|
37.4%
|
|||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
22,246
|
|
|
20,734
|
|
|
1,512
|
|
|
7.3%
|
|||
Research and development
|
12,542
|
|
|
9,921
|
|
|
2,621
|
|
|
26.4%
|
|||
Impairments
|
506
|
|
|
—
|
|
|
506
|
|
|
N/A
|
|||
Recovery of previously incurred litigation related fees and expenses from arbitration award
|
—
|
|
|
(2,599
|
)
|
|
2,599
|
|
|
100.0%
|
|||
Gain from change in estimate on ARO
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|
N/A
|
|||
Gain on sale of assets
|
(456
|
)
|
|
(41
|
)
|
|
(415
|
)
|
|
(1,012.2)%
|
|||
Total operating expense
|
34,793
|
|
|
28,015
|
|
|
6,778
|
|
|
24.2%
|
|||
Operating income
|
7,741
|
|
|
2,939
|
|
|
4,802
|
|
|
163.4%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income, net
|
245
|
|
|
88
|
|
|
157
|
|
|
178.4%
|
|||
Foreign exchange gain (loss)
|
82
|
|
|
(394
|
)
|
|
476
|
|
|
120.8%
|
|||
Other income
|
316
|
|
|
—
|
|
|
316
|
|
|
N/A
|
|||
Total other income (expense)
|
643
|
|
|
(306
|
)
|
|
949
|
|
|
310.1%
|
|||
Income from continuing operations before income tax expense
|
8,384
|
|
|
2,633
|
|
|
5,751
|
|
|
218.4%
|
|||
Income tax expense
|
(163
|
)
|
|
(14
|
)
|
|
(149
|
)
|
|
(1,064.3)%
|
|||
Income from continuing operations
|
8,221
|
|
|
2,619
|
|
|
5,602
|
|
|
213.9%
|
|||
Income from discontinued operations, net of tax
|
14
|
|
|
5,647
|
|
|
(5,633
|
)
|
|
(99.8)%
|
|||
Net income
|
$
|
8,235
|
|
|
$
|
8,266
|
|
|
$
|
(31
|
)
|
|
(0.4)%
|
(in thousands, except percentages)
|
For the fiscal years ended September 30,
|
||||||||||||
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/A
|
Cost of revenue
|
12
|
|
|
(659
|
)
|
|
671
|
|
|
101.8%
|
|||
Gross (loss) profit
|
(12
|
)
|
|
659
|
|
|
(671
|
)
|
|
(101.8)%
|
|||
Operating expense (income)
|
15
|
|
|
(1,160
|
)
|
|
(1,175
|
)
|
|
(101.3)%
|
|||
Recognition of previously deferred gain on sale of assets
|
—
|
|
|
3,804
|
|
|
(3,804
|
)
|
|
(100.0)%
|
|||
Other income
|
41
|
|
|
—
|
|
|
41
|
|
|
N/A
|
|||
Income from discontinued operations before income tax expense
|
14
|
|
|
5,623
|
|
|
(5,609
|
)
|
|
(99.8)%
|
|||
Income tax expense
|
—
|
|
|
24
|
|
|
(24
|
)
|
|
(100.0)%
|
|||
Income from discontinued operations, net of tax
|
$
|
14
|
|
|
$
|
5,647
|
|
|
$
|
(5,633
|
)
|
|
(99.8)%
|
•
|
Credit Facility
: On November 11, 2010, we entered into a Credit and Security Agreement (“Credit Facility”) with Wells Fargo Bank, N.A. (“Wells Fargo”). The Credit Facility, as amended by its seventh amendment on
November 10, 2015
, currently provides us with a revolving credit of up to
$15.0 million
. On
November 7, 2018
we entered into a Tenth Amendment of the Credit Facility which extended the maturity date of the facility to
November 2021
that can be used for working capital requirements, letters of credit, and other general corporate purposes subject to a limitation of the Company having liquidity of at least
$25,000,000 million
after such use. The Credit Facility is secured by the Company's assets and is subject to a borrowing base formula based on the Company's eligible accounts receivable, inventory, and machinery and equipment accounts. See
Note 11 - Credit Facilities
in the notes to the consolidated financial statements for additional disclosures. As of
November 29, 2018
, there was no outstanding balance under this Credit Facility,
$0.5 million
reserved for
one
outstanding stand-by letter of credit and
$11.1 million
available for borrowing.
|
Operating Activities
(in thousands, except percentages)
|
For the fiscal years ended September 30,
|
|
Fiscal 2018 vs Fiscal 2017
|
|
Fiscal 2017 vs Fiscal 2016
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
1,470
|
|
|
$
|
11,701
|
|
|
$
|
(5,552
|
)
|
|
$
|
(10,231
|
)
|
|
(87.4)%
|
|
$
|
17,253
|
|
|
310.8%
|
Investing Activities
(in thousands, except percentages)
|
For the fiscal year ended September 30,
|
|
Fiscal 2018 vs Fiscal 2017
|
|
Fiscal 2017 vs Fiscal 2016
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Net cash used in investing activities
|
$
|
(6,501
|
)
|
|
$
|
(9,126
|
)
|
|
$
|
(3,826
|
)
|
|
$
|
2,625
|
|
|
28.8%
|
|
$
|
(5,300
|
)
|
|
(138.5)%
|
Financing Activities
(in thousands, except percentages)
|
For the fiscal year ended September 30,
|
|
Fiscal 2018 vs Fiscal 2017
|
|
Fiscal 2017 vs Fiscal 2016
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
$ Change
|
|
% Change
|
|
$ Change
|
|
% Change
|
||||||||||
Net cash (used in) provided by financing activities
|
$
|
(487
|
)
|
|
$
|
1,306
|
|
|
$
|
(38,254
|
)
|
|
$
|
(1,793
|
)
|
|
(137.3)%
|
|
$
|
39,560
|
|
|
103.4%
|
(in thousands)
|
|
|
|
||||||||||||||||
|
Total
|
|
2019
|
|
2020 to 2021
|
|
2022 to 2023
|
|
2024 and later
|
||||||||||
Purchase obligations
|
$
|
21,669
|
|
|
$
|
21,223
|
|
|
$
|
227
|
|
|
$
|
160
|
|
|
$
|
59
|
|
Asset retirement obligations
|
2,192
|
|
|
40
|
|
|
—
|
|
|
59
|
|
|
2,093
|
|
|||||
Operating lease obligations
|
3,488
|
|
|
803
|
|
|
1,425
|
|
|
1,260
|
|
|
—
|
|
|||||
Total contractual obligations and commitments
|
$
|
27,349
|
|
|
$
|
22,066
|
|
|
$
|
1,652
|
|
|
$
|
1,479
|
|
|
$
|
2,152
|
|
|
For the Fiscal Years ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
85,617
|
|
|
$
|
122,895
|
|
|
$
|
91,998
|
|
Cost of revenue
|
67,130
|
|
|
80,361
|
|
|
61,044
|
|
|||
Gross profit
|
18,487
|
|
|
42,534
|
|
|
30,954
|
|
|||
Operating expense (income):
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
21,232
|
|
|
22,246
|
|
|
20,734
|
|
|||
Research and development
|
15,387
|
|
|
12,542
|
|
|
9,921
|
|
|||
Impairments
|
—
|
|
|
506
|
|
|
—
|
|
|||
Recovery of previously incurred litigation related fees and expenses from arbitration award
|
—
|
|
|
—
|
|
|
(2,599
|
)
|
|||
Loss (gain) from change in estimate on ARO obligation
|
145
|
|
|
(45
|
)
|
|
—
|
|
|||
Loss (gain) on sale of assets
|
34
|
|
|
(456
|
)
|
|
(41
|
)
|
|||
Total operating expense
|
36,798
|
|
|
34,793
|
|
|
28,015
|
|
|||
Operating (loss) income
|
(18,311
|
)
|
|
7,741
|
|
|
2,939
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income, net
|
733
|
|
|
245
|
|
|
88
|
|
|||
Foreign exchange (loss) gain
|
(434
|
)
|
|
82
|
|
|
(394
|
)
|
|||
Other income
|
110
|
|
|
316
|
|
|
—
|
|
|||
Total other income (expense)
|
409
|
|
|
643
|
|
|
(306
|
)
|
|||
(Loss) income from continuing operations before income tax benefit (expense)
|
(17,902
|
)
|
|
8,384
|
|
|
2,633
|
|
|||
Income tax benefit (expense)
|
449
|
|
|
(163
|
)
|
|
(14
|
)
|
|||
(Loss) income from continuing operations
|
(17,453
|
)
|
|
8,221
|
|
|
2,619
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
14
|
|
|
5,647
|
|
|||
Net (loss) income
|
$
|
(17,453
|
)
|
|
$
|
8,235
|
|
|
$
|
8,266
|
|
Foreign exchange translation adjustment
|
324
|
|
|
(18
|
)
|
|
(268
|
)
|
|||
Comprehensive (loss) income
|
$
|
(17,129
|
)
|
|
$
|
8,217
|
|
|
$
|
7,998
|
|
Per share data:
|
|
|
|
|
|
||||||
Net (loss) income per basic share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.10
|
|
Discontinued operations
|
—
|
|
|
0.00
|
|
|
0.22
|
|
|||
Net (loss) income per basic share
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.32
|
|
Net (loss) income per diluted share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
Discontinued operations
|
—
|
|
|
0.00
|
|
|
0.21
|
|
|||
Net (loss) income per diluted share
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.31
|
|
Weighted-average number of basic shares outstanding
|
27,266
|
|
|
26,659
|
|
|
25,979
|
|
|||
Weighted-average number of diluted shares outstanding
|
27,266
|
|
|
27,544
|
|
|
26,518
|
|
|
As of
|
|
As of
|
||||
|
September 30,
2018 |
|
September 30,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
63,117
|
|
|
$
|
68,333
|
|
Restricted cash
|
78
|
|
|
421
|
|
||
Accounts receivable, net of allowance of $548 and $22, respectively
|
19,275
|
|
|
22,265
|
|
||
Inventory
|
20,850
|
|
|
25,139
|
|
||
Prepaid expenses and other current assets
|
12,730
|
|
|
8,527
|
|
||
Total current assets
|
116,050
|
|
|
124,685
|
|
||
Property, plant, and equipment, net
|
18,216
|
|
|
16,635
|
|
||
Non-current inventory
|
1,433
|
|
|
2,686
|
|
||
Other non-current assets
|
199
|
|
|
78
|
|
||
Total assets
|
$
|
135,898
|
|
|
$
|
144,084
|
|
LIABILITIES and SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12,997
|
|
|
$
|
11,818
|
|
Accrued expenses and other current liabilities
|
14,205
|
|
|
9,825
|
|
||
Total current liabilities
|
27,202
|
|
|
21,643
|
|
||
Asset retirement obligations
|
1,809
|
|
|
1,638
|
|
||
Other long-term liabilities
|
82
|
|
|
29
|
|
||
Total liabilities
|
29,093
|
|
|
23,310
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par value, 50,000 shares authorized; 34,487 shares issued and 27,577 shares outstanding as of September 30, 2018; 33,938 shares issued and 27,028 shares outstanding as of September 30, 2017
|
734,066
|
|
|
730,906
|
|
||
Treasury stock at cost; 6,910 shares
|
(47,721
|
)
|
|
(47,721
|
)
|
||
Accumulated other comprehensive income
|
885
|
|
|
561
|
|
||
Accumulated deficit
|
(580,425
|
)
|
|
(562,972
|
)
|
||
Total shareholders’ equity
|
106,805
|
|
|
120,774
|
|
||
Total liabilities and shareholders’ equity
|
$
|
135,898
|
|
|
$
|
144,084
|
|
|
|
Shares of Common Stock
|
|
Value of Common Stock
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Shareholders' Equity
|
|||||||||||
Balance as of September 30, 2015
|
|
25,676
|
|
|
$
|
762,003
|
|
|
$
|
(47,721
|
)
|
|
$
|
847
|
|
|
(579,687
|
)
|
|
$
|
135,442
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,266
|
|
|
8,266
|
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
—
|
|
|
(268
|
)
|
|||||
Stock-based compensation
|
|
284
|
|
|
1,868
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|||||
Stock option exercises
|
|
45
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|||||
Special dividend paid
|
|
—
|
|
|
(39,214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,214
|
)
|
|||||
Issuance of common stock - ESPP
|
|
193
|
|
|
735
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|||||
Issuance of common stock - Board of Directors
|
|
46
|
|
|
263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|||||
Cumulative adjustment for adoption of accounting standard
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|||||
Balance as of September 30, 2016
|
|
26,244
|
|
|
725,666
|
|
|
(47,721
|
)
|
|
579
|
|
|
(571,207
|
)
|
|
107,317
|
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,235
|
|
|
8,235
|
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Stock-based compensation
|
|
432
|
|
|
3,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,602
|
|
|||||
Stock option exercises
|
|
158
|
|
|
534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|||||
Issuance of common stock - ESPP
|
|
133
|
|
|
773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
773
|
|
|||||
Issuance of common stock - Board of Directors
|
|
61
|
|
|
331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
331
|
|
|||||
Balance as of September 30, 2017
|
|
27,028
|
|
|
730,906
|
|
|
(47,721
|
)
|
|
561
|
|
|
(562,972
|
)
|
|
120,774
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,453
|
)
|
|
(17,453
|
)
|
|||||
Translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
—
|
|
|
324
|
|
|||||
Stock-based compensation
|
|
372
|
|
|
3,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,648
|
|
|||||
Stock option exercises
|
|
6
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||
Tax withholding paid on behalf of employees for stock-based awards
|
|
—
|
|
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,257
|
)
|
|||||
Issuance of common stock - ESPP
|
|
171
|
|
|
741
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
741
|
|
|||||
Balance as of September 30, 2018
|
|
27,577
|
|
|
$
|
734,066
|
|
|
$
|
(47,721
|
)
|
|
$
|
885
|
|
|
$
|
(580,425
|
)
|
|
$
|
106,805
|
|
|
For the fiscal year ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(17,453
|
)
|
|
$
|
8,235
|
|
|
$
|
8,266
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
5,617
|
|
|
3,757
|
|
|
2,506
|
|
|||
Stock-based compensation expense
|
3,648
|
|
|
3,602
|
|
|
2,086
|
|
|||
Provision adjustments related to doubtful accounts
|
599
|
|
|
23
|
|
|
23
|
|
|||
Provision adjustments related to product warranty
|
431
|
|
|
573
|
|
|
376
|
|
|||
Impairments of equipment
|
—
|
|
|
506
|
|
|
—
|
|
|||
Recognition of previously deferred gain on sale of assets from discontinued operations
|
—
|
|
|
—
|
|
|
(3,804
|
)
|
|||
Net loss (gain) on disposal of equipment
|
34
|
|
|
(456
|
)
|
|
(41
|
)
|
|||
Other
|
412
|
|
|
(50
|
)
|
|
(1,422
|
)
|
|||
Total non-cash adjustments
|
10,741
|
|
|
7,955
|
|
|
(276
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
2,372
|
|
|
(3,859
|
)
|
|
(1,171
|
)
|
|||
Inventory
|
5,067
|
|
|
(140
|
)
|
|
(10,904
|
)
|
|||
Other assets
|
(3,925
|
)
|
|
(4,455
|
)
|
|
148
|
|
|||
Accounts payable
|
477
|
|
|
2,095
|
|
|
3,179
|
|
|||
Accrued expenses and other current liabilities
|
4,191
|
|
|
1,870
|
|
|
(4,794
|
)
|
|||
Total change in operating assets and liabilities
|
8,182
|
|
|
(4,489
|
)
|
|
(13,542
|
)
|
|||
Net cash provided by (used in) operating activities
|
1,470
|
|
|
11,701
|
|
|
(5,552
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of equipment
|
(6,583
|
)
|
|
(9,600
|
)
|
|
(5,779
|
)
|
|||
Receipt of escrow funds from sale of assets
|
—
|
|
|
—
|
|
|
1,853
|
|
|||
Proceeds from disposal of property, plant and equipment
|
82
|
|
|
474
|
|
|
100
|
|
|||
Net cash used in investing activities
|
(6,501
|
)
|
|
(9,126
|
)
|
|
(3,826
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Payment of special dividend
|
—
|
|
|
—
|
|
|
(39,214
|
)
|
|||
Proceeds from stock plans
|
770
|
|
|
1,306
|
|
|
960
|
|
|||
Tax withholding paid on behalf of employees for stock-based awards
|
(1,257
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(487
|
)
|
|
1,306
|
|
|
(38,254
|
)
|
|||
Effect of exchange rate changes on foreign currency
|
(41
|
)
|
|
3
|
|
|
242
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(5,559
|
)
|
|
3,884
|
|
|
(47,390
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
68,754
|
|
|
64,870
|
|
|
112,260
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
63,195
|
|
|
$
|
68,754
|
|
|
$
|
64,870
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
63
|
|
|
$
|
71
|
|
|
$
|
88
|
|
Cash paid during the period for income taxes
|
$
|
131
|
|
|
$
|
114
|
|
|
$
|
124
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Changes in accounts payable related to purchases of equipment
|
$
|
755
|
|
|
$
|
(861
|
)
|
|
$
|
282
|
|
Issuance of common stock to Board of Directors
|
$
|
—
|
|
|
$
|
331
|
|
|
$
|
263
|
|
NOTE 1.
|
Description of Business
|
NOTE 2.
|
Summary of Significant Accounting Policies
|
•
|
the valuation of inventory;
|
•
|
the allowance for doubtful accounts; and,
|
•
|
the valuation allowance for deferred tax assets.
|
Description
|
|
Estimated Useful Life
|
Equipment
|
|
three to ten years
|
Furniture and fixtures
|
|
five years
|
Computer hardware and software
|
|
five to seven years
|
Leasehold improvements
|
|
three to six years
|
NOTE 3.
|
Recent Accounting Pronouncements and U.S. Tax Reform
|
•
|
In May 2017, the
Financial Accounting Standards Board (“FASB”)
issued
Accounting Standards Update (“ASU”)
2017-09,
Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting
. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is intended to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The new standard is effective for annual periods, beginning after December 15, 2017 and interim periods within those annual periods. The new standard will be effective for our fiscal year beginning October 1, 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 will have a material impact on the Company’s consolidated financial statements.
|
•
|
In June 2016, the FASB issued ASU 2016-13
Financial Instruments - Credit Losses, 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. We are evaluating the impact the adoption of the new standard will have on our consolidated financial statements and related disclosures.
|
•
|
I
n February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
. ASU 2016-02 introduces a lessee model that requires recognition of assets and liabilities arising from qualified leases on the consolidated balance sheets and disclosure of qualitative and quantitative information about lease transactions. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. We are in the process of implementing changes to our systems and processes in conjunction with our review of lease agreements. Topic 842 will be effective for our fiscal year beginning October 1, 2019 and expect to elect certain available transitional practical expedients. Early adoption is permitted.
|
•
|
In
January 2016, the FASB issued ASU 2016-01,
Financial Instruments-Overall (Topic 825):
Recognition and Measurement of Financial Assets and Financial Liabilitie
s. This ASU amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, and supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. This ASU is effective for annual and interim periods beginning after December 15, 2017. The new standard will be effective for our fiscal year beginning October 1, 2018. The Company does not anticipate the adoption will have a material impact on our consolidated financial statements and related disclosures.
|
•
|
In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330):
Simplifying the Measurement of Inventory
. This standard requires inventory to be measured at the lower of cost and net realizable value. The guidance clarifies that net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance was effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The new standard was effective for our fiscal year beginning October 1, 2017, but there was no significant impact on our consolidated financial statements.
|
•
|
In May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers
which
will supersede most current U.S. GAAP guidance on this topic.
I
n April 2016, the FASB issued ASU No. 2016-10
,
R
evenue from Contracts
with Customers (Topic 606): Identifying Performance Obligations and Licensing
to
clarify two aspects of the guidance within ASU No. 2014-09 on identifying performance obligations and the licensing implementation guidance. Under the new standards, recognition of revenue occurs when the seller satisfies a performance obligation by transferring to the customer promised goods or services in an amount that reflects the consideration the entity expects to receive for those goods or services. The new standard, as amended through December 2016, was effective for our fiscal year beginning October 1, 2018. The standard permits the use of either the full retrospective or modified retrospective method. We established a cross-functional implementation team to implement ASU 2014-09. We have substantially completed and implemented changes to our systems, processes and internal controls to meet the reporting and disclosure requirements upon adoption as of
October 1, 2018
.
|
•
|
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U. S. corporate income tax rates and implementing a territorial tax system. As the Company has a September 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately
25%
for our fiscal year ending September 30, 2018, and
21%
for subsequent fiscal years. However, the Tax Act provides for a credit for historical Alternative Minimum Taxes (“AMT”) paid against future taxes. As a result, the Company has taken a tax benefit of
$0.5 million
in the fiscal year ended
September 30, 2018
for historical AMT payments. In addition, the Tax Act eliminates the domestic manufacturing deduction and moves to a territorial system, which also eliminates the ability to credit certain foreign taxes that existed prior to enactment of the Tax Act. For the fiscal year ended
September 30, 2018
, the elimination of the manufacturing deduction and credit for certain foreign taxes paid did not result in a significant impact on our consolidated financial statements.
|
NOTE 4.
|
Cash, Cash Equivalents and Restricted Cash
|
|
As of September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash
|
$
|
2,965
|
|
|
$
|
8,054
|
|
|
$
|
3,989
|
|
Cash equivalents
|
$
|
60,152
|
|
|
$
|
60,279
|
|
|
$
|
59,916
|
|
Restricted cash
|
78
|
|
|
421
|
|
|
965
|
|
|||
Total cash, cash equivalents and restricted cash
|
$
|
63,195
|
|
|
68,754
|
|
|
64,870
|
|
NOTE 5.
|
Discontinued Operations
|
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenue
|
—
|
|
|
12
|
|
|
(159
|
)
|
|||
Gross (loss) income
|
—
|
|
|
(12
|
)
|
|
159
|
|
|||
Operating expense (income)
|
—
|
|
|
13
|
|
|
(868
|
)
|
|||
(Loss) income from discontinued operations before income tax expense
|
—
|
|
|
(25
|
)
|
|
1,027
|
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
20
|
|
|||
(Loss) income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
(25
|
)
|
|
$
|
1,047
|
|
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenue
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||
Gross profit
|
—
|
|
|
—
|
|
|
500
|
|
|||
Operating expense (income)
|
—
|
|
|
2
|
|
|
(292
|
)
|
|||
Recognition of previously deferred gain on sale of assets
|
—
|
|
|
—
|
|
|
3,804
|
|
|||
Other income
|
—
|
|
|
41
|
|
|
—
|
|
|||
Income from discontinued operations before income tax expense
|
—
|
|
|
39
|
|
|
4,596
|
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
4
|
|
|||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
4,600
|
|
NOTE 6.
|
Fair Value Accounting
|
•
|
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.
|
NOTE 7.
|
Accounts Receivable
|
|
|
As of September 30,
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Accounts receivable, gross
|
|
$
|
19,823
|
|
|
$
|
22,287
|
|
Allowance for doubtful accounts
|
|
(548
|
)
|
|
(22
|
)
|
||
Accounts receivable, net
|
|
$
|
19,275
|
|
|
$
|
22,265
|
|
Allowance for Doubtful Accounts
(in thousands)
|
|
For the Fiscal Years ended September 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
|
$
|
22
|
|
|
$
|
36
|
|
|
$
|
462
|
|
Provision adjustment - expense, net of recoveries
|
|
599
|
|
|
23
|
|
|
23
|
|
|||
Write-offs and other adjustments - deductions to receivable balances
|
|
(73
|
)
|
|
(37
|
)
|
|
(449
|
)
|
|||
Balance at end of period
|
|
$
|
548
|
|
|
$
|
22
|
|
|
$
|
36
|
|
NOTE 8.
|
Inventory
|
|
As of September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
11,857
|
|
|
$
|
15,826
|
|
Work in-process
|
5,402
|
|
|
6,586
|
|
||
Finished goods
|
5,024
|
|
|
5,413
|
|
||
Inventory balance at end of period
|
$
|
22,283
|
|
|
$
|
27,825
|
|
Current portion
|
$
|
20,850
|
|
|
$
|
25,139
|
|
Non-Current portion
|
$
|
1,433
|
|
|
$
|
2,686
|
|
NOTE 9.
|
Property, Plant, and Equipment, net
|
|
As of September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Equipment
|
$
|
36,625
|
|
|
$
|
31,507
|
|
Furniture and fixtures
|
1,109
|
|
|
1,109
|
|
||
Computer hardware and software
|
2,928
|
|
|
2,974
|
|
||
Leasehold improvements
|
2,049
|
|
|
2,330
|
|
||
Construction in progress
|
3,648
|
|
|
4,539
|
|
||
Property, plant, and equipment, gross
|
$
|
46,359
|
|
|
42,459
|
|
|
Accumulated depreciation
|
(28,143
|
)
|
|
(25,824
|
)
|
||
Property, plant, and equipment, net
|
$
|
18,216
|
|
|
$
|
16,635
|
|
NOTE 10.
|
Accrued Expenses and Other Current Liabilities
|
|
As of September 30,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Compensation
|
$
|
3,065
|
|
|
$
|
3,904
|
|
Warranty
|
642
|
|
|
684
|
|
||
Professional fees
|
604
|
|
|
653
|
|
||
Customer deposits
|
22
|
|
|
20
|
|
||
Deferred revenue
|
368
|
|
|
—
|
|
||
Income and other taxes
|
7,593
|
|
|
2,920
|
|
||
Severance and restructuring accruals
|
82
|
|
|
628
|
|
||
Other
|
1,829
|
|
|
1,016
|
|
||
Accrued expenses and other current liabilities
|
$
|
14,205
|
|
|
$
|
9,825
|
|
(in thousands)
|
Severance-related accruals
|
|
Restructuring- related accruals
|
|
Total
|
||||||
Balance as of September 30, 2016
|
$
|
642
|
|
|
$
|
—
|
|
|
$
|
642
|
|
Expense - charged to accrual
|
1,994
|
|
|
—
|
|
|
1,994
|
|
|||
Payments and accrual adjustments
|
(2,008
|
)
|
|
—
|
|
|
(2,008
|
)
|
|||
Balance as of September 30, 2017
|
628
|
|
|
—
|
|
|
628
|
|
|||
Expense - charged to accrual
|
512
|
|
|
186
|
|
|
698
|
|
|||
Payments and accrual adjustments
|
(1,133
|
)
|
|
(111
|
)
|
|
(1,244
|
)
|
|||
Balance as of September 30, 2018
|
$
|
7
|
|
|
$
|
75
|
|
|
$
|
82
|
|
Product Warranty Accruals
|
For the Fiscal Years ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of period
|
$
|
684
|
|
|
$
|
871
|
|
|
$
|
1,664
|
|
Provision for product warranty - expense
|
431
|
|
|
573
|
|
|
376
|
|
|||
Adjustments and utilization of warranty accrual
|
(473
|
)
|
|
(760
|
)
|
|
(1,169
|
)
|
|||
Balance at end of period
|
$
|
642
|
|
|
$
|
684
|
|
|
$
|
871
|
|
NOTE 11.
|
Credit Facilities
|
NOTE 12.
|
Income and Other Taxes
|
Income (loss) from continuing operations before income taxes
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
(16,752
|
)
|
|
$
|
10,632
|
|
|
$
|
1,735
|
|
Foreign
|
(1,150
|
)
|
|
(2,248
|
)
|
|
898
|
|
|||
Income (loss) from continuing operations before income taxes
|
$
|
(17,902
|
)
|
|
$
|
8,384
|
|
|
$
|
2,633
|
|
Income tax (benefit) expense
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
(502
|
)
|
|
$
|
135
|
|
|
$
|
—
|
|
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
(502
|
)
|
|
135
|
|
|
—
|
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
53
|
|
|
28
|
|
|
(117
|
)
|
|||
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
53
|
|
|
28
|
|
|
(117
|
)
|
|||
Foreign:
|
|
|
|
|
|
||||||
Current
|
—
|
|
|
—
|
|
|
131
|
|
|||
Deferred
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
—
|
|
|
131
|
|
|||
Total income tax (benefit) expense
|
$
|
(449
|
)
|
|
$
|
163
|
|
|
$
|
14
|
|
Provision for Income Taxes
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax benefit computed at U.S. federal statutory rate
|
$
|
(4,346
|
)
|
|
$
|
2,841
|
|
|
$
|
896
|
|
State tax expense benefit, net of U.S. federal effect
|
(168
|
)
|
|
414
|
|
|
(41
|
)
|
|||
Foreign tax rate differential
|
36
|
|
|
229
|
|
|
(94
|
)
|
|||
Effect due to change in tax rate
|
57,988
|
|
|
2,528
|
|
|
626
|
|
|||
Shortfall (windfall) from stock based compensation
|
681
|
|
|
(150
|
)
|
|
—
|
|
|||
Other
|
216
|
|
|
126
|
|
|
(57
|
)
|
|||
State net operating loss carryforward adjustment
|
(305
|
)
|
|
933
|
|
|
685
|
|
|||
Change in valuation allowance
|
(54,551
|
)
|
|
(6,758
|
)
|
|
(2,001
|
)
|
|||
Income tax (benefit) expense
|
$
|
(449
|
)
|
|
$
|
163
|
|
|
$
|
14
|
|
Effective tax rate
|
(2.5
|
)%
|
|
1.9
|
%
|
|
0.5
|
%
|
Deferred Tax Assets
|
|
As of September 30
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Federal net operating loss carryforwards
|
|
$
|
91,639
|
|
|
$
|
144,455
|
|
Foreign net operating loss carryforwards
|
|
1,301
|
|
|
587
|
|
||
Income tax credit carryforwards
|
|
2,671
|
|
|
3,211
|
|
||
Inventory reserves
|
|
2,065
|
|
|
2,037
|
|
||
Accounts receivable reserves
|
|
123
|
|
|
8
|
|
||
Accrued warranty reserve
|
|
144
|
|
|
249
|
|
||
State net operating loss carryforwards
|
|
4,624
|
|
|
4,525
|
|
||
Stock compensation
|
|
728
|
|
|
2,367
|
|
||
Deferred compensation
|
|
200
|
|
|
349
|
|
||
Fixed assets and intangibles
|
|
(33
|
)
|
|
136
|
|
||
Other
|
|
838
|
|
|
927
|
|
||
Total deferred tax assets
|
|
104,300
|
|
|
158,851
|
|
||
Valuation allowance
|
|
(104,300
|
)
|
|
(158,851
|
)
|
||
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Unrecognized Gross Tax Benefit
(in thousands)
|
|
|
||
Balance as of September 30, 2016
|
|
$
|
288
|
|
Adjustments based on tax positions related to the current year
|
|
131
|
|
|
Adjustments based on tax positions of prior years
|
|
—
|
|
|
Balance as of September 30, 2017
|
|
419
|
|
|
Adjustments based on tax positions related to the current year
|
|
—
|
|
|
Adjustments based on tax positions of prior years
|
|
—
|
|
|
Balance as of September 30, 2018
|
|
$
|
419
|
|
NOTE 13.
|
Commitments and Contingencies
|
Asset Retirement Obligations
|
September 30,
|
||
(in thousands)
|
2018
|
||
Balance at September 30, 2017
|
$
|
1,638
|
|
Accretion expense
|
66
|
|
|
Revision in estimated cash flows
|
105
|
|
|
Balance at September 30, 2018
|
$
|
1,809
|
|
NOTE 14.
|
Equity
|
•
|
the 2000 Stock Option Plan,
|
•
|
the 2010 Equity Incentive Plan (“2010 Plan”), and
|
•
|
the 2012 Equity Incentive Plan (“2012 Plan”).
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average
Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value (*) (in thousands)
|
||||
Outstanding as of September 30, 2017
|
326,798
|
|
|
$19.54
|
|
|
|
|
|||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
||
Exercised
|
(6,392
|
)
|
|
$4.37
|
|
|
|
$
|
15
|
|
|
Forfeited
|
(6,407
|
)
|
|
$4.60
|
|
|
|
|
|||
Expired
|
(244,019
|
)
|
|
$24.57
|
|
|
|
|
|||
Outstanding as of September 30, 2018
|
69,980
|
|
|
$4.74
|
|
5.11
|
|
$
|
31
|
|
|
Exercisable as of September 30, 2018
|
46,886
|
|
|
$4.76
|
|
4.11
|
|
$
|
23
|
|
|
Vested and expected to vest as of September 30, 2018
|
69,980
|
|
|
$4.74
|
|
5.11
|
|
$
|
45
|
|
Restricted Stock Activity
|
|
Restricted Stock Units
|
|
Restricted Stock Awards
|
||||||
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of September 30, 2017
|
|
778,084
|
|
|
$5.91
|
|
8,154
|
|
|
$8.20
|
Granted
|
|
648,043
|
|
|
$5.80
|
|
—
|
|
|
$0.00
|
Vested
|
|
(374,969
|
)
|
|
$5.40
|
|
—
|
|
|
$0.00
|
Forfeited
|
|
(39,537
|
)
|
|
$5.23
|
|
—
|
|
|
$0.00
|
Non-vested as of September 30, 2018
|
|
1,011,621
|
|
|
$6.04
|
|
8,154
|
|
|
$8.20
|
Performance Stock Activity
|
|
Performance Stock Units
|
|
Performance Stock Awards
|
||||||
|
Number of Shares (at Target)
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Shares (at Target)
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested as of September 30, 2017
|
|
328,708
|
|
|
$8.36
|
|
33,333
|
|
|
$12.25
|
Granted
|
|
240,164
|
|
|
$7.62
|
|
—
|
|
|
$0.00
|
Vested
|
|
(166,058
|
)
|
|
$6.86
|
|
—
|
|
|
$0.00
|
Forfeited
|
|
(5,037
|
)
|
|
$13.36
|
|
—
|
|
|
$0.00
|
Non-vested as of September 30, 2018
|
|
397,777
|
|
|
$8.48
|
|
33,333
|
|
|
$12.25
|
Stock-based Compensation Expense - by award type
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Employee stock options
|
$
|
32
|
|
|
$
|
45
|
|
|
$
|
38
|
|
Restricted stock units and awards
|
1,742
|
|
|
1,643
|
|
|
1,683
|
|
|||
Performance stock units and awards
|
1,343
|
|
|
1,367
|
|
|
—
|
|
|||
Employee stock purchase plan
|
276
|
|
|
300
|
|
|
223
|
|
|||
Outside director equity awards and fees in common stock
|
255
|
|
|
247
|
|
|
218
|
|
|||
Total stock-based compensation expense
|
$
|
3,648
|
|
|
$
|
3,602
|
|
|
$
|
2,162
|
|
Stock-based Compensation Expense - by expense type
|
For the Fiscal Years ended September 30,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of revenue
|
$
|
450
|
|
|
$
|
492
|
|
|
$
|
345
|
|
Selling, general, and administrative
|
2,584
|
|
|
2,605
|
|
|
1,445
|
|
|||
Research and development
|
614
|
|
|
505
|
|
|
372
|
|
|||
Total stock-based compensation expense
|
$
|
3,648
|
|
|
$
|
3,602
|
|
|
$
|
2,162
|
|
Basic and Diluted Net (Loss) Income Per Share
|
|
For the Fiscal Years Ended September 30,
|
||||||||||
(in thousands, except per share)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
(Loss) income from continuing operations
|
|
$
|
(17,453
|
)
|
|
$
|
8,221
|
|
|
$
|
2,619
|
|
Loss from discontinued operations
|
|
—
|
|
|
14
|
|
|
5,647
|
|
|||
Undistributed earnings allocated to common shareholders for basic and diluted net income per share
|
|
(17,453
|
)
|
|
8,235
|
|
|
8,266
|
|
|||
Denominator:
|
|
|
|
|
|
|
||||||
Denominator for basic net income per share - weighted average shares outstanding
|
|
27,266
|
|
|
26,659
|
|
|
25,979
|
|
|||
Dilutive options outstanding, unvested stock units, unvested stock awards and ESPP
|
|
—
|
|
|
885
|
|
|
539
|
|
|||
Denominator for diluted net income per share - adjusted weighted average shares outstanding
|
|
27,266
|
|
|
27,544
|
|
|
26,518
|
|
|||
|
|
|
|
|
|
|
||||||
Net (loss) income per basic share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.10
|
|
Discontinued operations
|
|
—
|
|
|
0.00
|
|
|
0.22
|
|
|||
Net (loss) income per basic share
|
|
$
|
(0.64
|
)
|
|
$
|
0.31
|
|
|
$
|
0.32
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income per diluted share:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.10
|
|
Discontinued operations
|
|
—
|
|
|
0.00
|
|
|
0.21
|
|
|||
Net (loss) income per diluted share
|
|
$
|
(0.64
|
)
|
|
$
|
0.30
|
|
|
$
|
0.31
|
|
Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation
|
|
949
|
|
|
398
|
|
|
508
|
|
|||
|
|
|
|
|
|
|
||||||
Average market price of common stock
|
|
$
|
5.87
|
|
|
$
|
8.92
|
|
|
$
|
5.88
|
|
Future Issuances
|
Number of Common Stock Shares Available for Future Issuances
|
|
Exercise of outstanding stock options
|
69,980
|
|
Unvested restricted stock units
|
1,011,621
|
|
Unvested performance stock units and awards (at 200% maximum payout)
|
862,220
|
|
Purchases under the employee stock purchase plan
|
740,558
|
|
Issuance of stock-based awards under the Equity Plans
|
1,474,701
|
|
Purchases under the officer and director share purchase plan
|
88,741
|
|
Total reserved
|
4,247,821
|
|
NOTE 15.
|
Geographical Information
|
Revenue by Geographic Region
|
|
For the Fiscal Years ended September 30,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
69,543
|
|
|
$
|
98,520
|
|
|
$
|
66,436
|
|
Asia
|
|
10,386
|
|
|
16,713
|
|
|
17,401
|
|
|||
Europe
|
|
5,422
|
|
|
7,015
|
|
|
7,618
|
|
|||
Other
|
|
266
|
|
|
647
|
|
|
543
|
|
|||
Total revenue
|
|
$
|
85,617
|
|
|
$
|
122,895
|
|
|
$
|
91,998
|
|
NOTE 16.
|
Selected Quarterly Financial Information (unaudited)
|
|
For the Three Months Ended
|
||||||||||||||
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2018
|
|
2018
|
|
2018
|
||||||||
Revenue
|
$
|
24,036
|
|
|
$
|
18,623
|
|
|
$
|
17,717
|
|
|
$
|
25,241
|
|
Cost of revenue
|
16,122
|
|
|
13,676
|
|
|
16,519
|
|
|
20,813
|
|
||||
Gross profit
|
7,914
|
|
|
4,947
|
|
|
1,198
|
|
|
4,428
|
|
||||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||||
Selling, general, and administrative
|
4,819
|
|
|
5,644
|
|
|
5,237
|
|
|
5,532
|
|
||||
Research and development
|
3,800
|
|
|
3,300
|
|
|
3,915
|
|
|
4,372
|
|
||||
Loss from change in estimate on ARO obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
145
|
|
||||
Loss (gain) on sale of assets
|
107
|
|
|
(68
|
)
|
|
—
|
|
|
(5
|
)
|
||||
Total operating expense
|
8,726
|
|
|
8,876
|
|
|
9,152
|
|
|
10,044
|
|
||||
Operating loss
|
(812
|
)
|
|
(3,929
|
)
|
|
(7,954
|
)
|
|
(5,616
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income, net
|
111
|
|
|
163
|
|
|
216
|
|
|
243
|
|
||||
Foreign exchange gain (loss)
|
286
|
|
|
526
|
|
|
(676
|
)
|
|
(570
|
)
|
||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
110
|
|
||||
Total other income (expense)
|
397
|
|
|
689
|
|
|
(460
|
)
|
|
(217
|
)
|
||||
Loss from continuing operations before income tax (expense) benefit
|
(415
|
)
|
|
(3,240
|
)
|
|
(8,414
|
)
|
|
(5,833
|
)
|
||||
Income tax benefit (expense)
|
333
|
|
|
169
|
|
|
—
|
|
|
(53
|
)
|
||||
Loss from continuing operations
|
(82
|
)
|
|
(3,071
|
)
|
|
(8,414
|
)
|
|
(5,886
|
)
|
||||
Loss from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
$
|
(82
|
)
|
|
$
|
(3,071
|
)
|
|
$
|
(8,414
|
)
|
|
$
|
(5,886
|
)
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income per basic share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.00
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.21
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per basic share
|
$
|
(0.00
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.21
|
)
|
Net income per diluted share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.00
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.21
|
)
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income per diluted share
|
$
|
(0.00
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.21
|
)
|
Weighted-average number of basic and diluted shares outstanding
|
27,032
|
|
|
27,197
|
|
|
27,387
|
|
|
27,424
|
|
|
For the Three Months Ended
|
||||||||||||||
|
December 31,
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
||||||||
|
2016
|
|
2017
|
|
2017
|
|
2017
|
||||||||
Revenue
|
$
|
30,176
|
|
|
$
|
32,591
|
|
|
$
|
30,952
|
|
|
$
|
29,176
|
|
Cost of revenue
|
20,133
|
|
|
21,553
|
|
|
20,110
|
|
|
18,565
|
|
||||
Gross profit
|
10,043
|
|
|
11,038
|
|
|
10,842
|
|
|
10,611
|
|
||||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||||
Selling, general, and administrative
|
5,578
|
|
|
5,672
|
|
|
5,815
|
|
|
5,181
|
|
||||
Research and development
|
2,199
|
|
|
3,141
|
|
|
3,340
|
|
|
3,862
|
|
||||
Impairments
|
—
|
|
|
468
|
|
|
—
|
|
|
38
|
|
||||
Gain from change in estimate on ARO obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
||||
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(322
|
)
|
|
(134
|
)
|
||||
Total operating expense
|
7,777
|
|
|
9,281
|
|
|
8,833
|
|
|
8,902
|
|
||||
Operating income
|
2,266
|
|
|
1,757
|
|
|
2,009
|
|
|
1,709
|
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income, net
|
23
|
|
|
46
|
|
|
77
|
|
|
99
|
|
||||
Foreign exchange (loss) gain
|
(403
|
)
|
|
44
|
|
|
53
|
|
|
388
|
|
||||
Other income
|
—
|
|
|
—
|
|
|
316
|
|
|
—
|
|
||||
Total other (expense) income
|
(380
|
)
|
|
90
|
|
|
446
|
|
|
487
|
|
||||
Income from continuing operations before income tax (expense) benefit
|
1,886
|
|
|
1,847
|
|
|
2,455
|
|
|
2,196
|
|
||||
Income tax (expense) benefit
|
(120
|
)
|
|
8
|
|
|
(19
|
)
|
|
(32
|
)
|
||||
Income from continuing operations
|
1,766
|
|
|
1,855
|
|
|
2,436
|
|
|
2,164
|
|
||||
Loss from discontinued operations, net of tax
|
(9
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
41
|
|
||||
Net income
|
$
|
1,757
|
|
|
$
|
1,848
|
|
|
$
|
2,425
|
|
|
$
|
2,205
|
|
Per share data:
|
|
|
|
|
|
|
|
||||||||
Net income per basic share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
||||
Net income per basic share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Net income per diluted share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Discontinued operations
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
|
0.00
|
|
||||
Net income per diluted share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
Weighted-average number of basic shares outstanding
|
26,279
|
|
|
26,622
|
|
|
26,833
|
|
|
26,904
|
|
||||
Weighted-average number of diluted shares outstanding
|
27,039
|
|
|
27,585
|
|
|
27,816
|
|
|
27,768
|
|
(a)(1)
|
Financial Statements
|
•
|
Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended September 30, 2018, 2017, and 2016
|
•
|
Consolidated Balance Sheets as of September 30, 2018 and 2017
|
•
|
Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2018, 2017, and 2016
|
•
|
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2018, 2017, and 2016
|
•
|
Notes to Consolidated Financial Statements
|
•
|
Report of Independent Registered Public Accounting Firm
|
(a)(2)
|
Financial Statement Schedules
|
2.1
|
Asset Purchase Agreement, dated as of September 17, 2014, by and between EMCORE Corporation and SolAero Technologies Corp. (f/k/a Photon Acquisition Corporation) ( incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 18, 2014).
|
2.2
|
Amendment No. 1, dated as of November 26, 2014, to that certain Asset Purchase Agreement, dated as of September 17, 2014, by and between EMCORE Corporation and SolAero Technologies Corp. (f/k/a Photon Acquisition Corporation) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on November 26, 2014).
|
2.3
|
Asset Purchase Agreement, dated October 22, 2014, by and between EMCORE Corporation and NeoPhotonics Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 24, 2014).
|
2.4
|
Amendment No. 1, dated January 2, 2015, to that certain Asset Purchase Agreement, dated as of October 22, 2014, by and between EMCORE Corporation and NeoPhotonics Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 5, 2015).
|
3.1
|
Restated Certificate of Incorporation, dated April 4, 2008, (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 4, 2008).
|
3.2
|
Certificate of Amendment of Restated Certificate of Incorporation, dated February 15, 2012 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on February 16, 2012).
|
3.3
|
Certificate of Amendment of Restated Certificate of Incorporation of EMCORE Corporation, dated September 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 18, 2014).
|
3.4
|
Certificate of Designation Establishing the Series A Junior Participating Preferred Stock and Fixing the Powers, Designations, Preferences and Relative, Participating, Optional and Other Special Rights, and the Qualifications, Limitations and Restrictions, of the Series A Junior Participating Preferred Stock, dated September 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on September 18, 2014).
|
3.5
|
Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on March 20, 2018).
|
3.6
|
By-Laws of EMCORE Corporation, as amended through March 19, 2018 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on March 20, 2018).
|
4.1
|
Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on December 6, 2017).
|
10.1
|
Stipulation of Compromise and Settlement, dated as of November 28, 2007, executed by the Company and the other defendants and the plaintiffs in the Federal Court Action and the State Court Actions (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on December 31, 2007).
|
10.2†
|
Directors Compensation Policy (Effective March 17, 2017) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 4, 2017).
|
10.3†
|
Officer and Director Share Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 27, 2011).
|
10.4†
|
2010 Equity Incentive Plan, as amended and restated on June 14, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 16, 2011).
|
10.5†
|
Form of award agreement under 2010 Equity Incentive Plan (Incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on December 14, 2015).
|
10.6†
|
2012 Equity Incentive Plan, as amended and restated on January 19, 2017 (incorporated by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on December 6, 2017).
|
10.7†
|
Form of Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on December 14, 2015).
|
10.8†
|
Form of time-based Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (as of October 2016) (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed on December 7, 2016).
|
10.9†
|
Form of Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (for executive officers) (as of December 2017) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on February 6, 2018).
|
10.10†
|
Form of Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (for non-executive officers) (as of October 2016) (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on December 6, 2017).
|
10.11†
|
Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of October 18, 2016 (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed on December 6, 2017).
|
10.12†
|
Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of October 18, 2016 (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K filed on December 6, 2017).
|
10.13†
|
EMCORE Corporation 2000 Employee Stock Purchase Plan, as amended March 5, 2014 (incorporated by reference to Exhibit B to the Company's Proxy Statement filed on January 28, 2014).
|
10.14†
|
Form of Indemnification Agreement entered into with directors and executive officers (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 14, 2012).
|
10.15†
|
Employment Agreement, dated December 10, 2014, by and between EMCORE Corporation and Jeff Rittichier (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 11, 2014).
|
10.16†
|
Employment Agreement, dated June 6, 2016, by and between EMCORE Corporation and Jikun Kim (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 8, 2016).
|
10.17†
|
EMCORE Corporation Fiscal 2018 Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 17, 2017).
|
21.1**
|
Subsidiaries of the Company.
|
23.1**
|
Consent of KPMG LLP, independent registered public accounting firm.
|
24.1
|
Power of Attorney (see the signature page of this Annual Report on Form 10-K).
|
31.1**
|
|
31.2**
|
|
32.1***
|
|
32.2***
|
|
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.
|
|
|
EMCORE CORPORATION
|
|
|
|
|
|
Date:
|
December 4, 2018
|
By:
|
/s/ Jeffrey Rittichier
|
|
|
|
Jeffrey Rittichier
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Date:
|
December 4, 2018
|
By:
|
/s/ Jikun Kim
|
|
|
|
Jikun Kim
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
Signature
|
Title
|
|
|
|
|
/s/ Jeffrey Rittichier
|
Chief Executive Officer and Director
|
|
Jeffrey Rittichier
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Jikun Kim
|
Chief Financial Officer
|
|
Jikun Kim
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
/s/ Stephen L. Domenik
|
Director
|
|
Stephen L. Domenik
|
|
|
|
|
|
/s/ Gerald J. Fine, Ph.D.
|
Chairman of the Board
|
|
Gerald J. Fine, Ph.D.
|
|
|
|
|
|
/s/ Rex S. Jackson
|
Director
|
|
Rex S. Jackson
|
|
|
|
|
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