Document
FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2018
or

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___

Commission File Number 001-36632

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 EMCORE Corporation
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2746503
(I.R.S. Employer Identification No.)
 
 
2015 W. Chestnut Street, Alhambra, California, 91803
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (626) 293-3400

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ¨ Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No

As of April 30, 2018, the number of shares outstanding of our no par value common stock totaled 27,457,560.





CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports and statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will,” “would,” and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as our expected liquidity, development of new products, enhancements or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation the following: (a) the rapidly evolving markets for the Company's products and uncertainty regarding the development of these markets; (b) the Company's historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; (c) delays and other difficulties in commercializing new products; (d) the failure of new products: (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered by our competitors; (e) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (f) actions by competitors; (g) risks and uncertainties related to applicable laws and regulations, including the impact of changes to applicable tax laws, and (h) other risks and uncertainties discussed in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017, as updated by our subsequent periodic reports we file with the Securities and Exchange Commission (“SEC”). These cautionary statements apply to all forward-looking statements wherever they appear in this Quarterly Report.

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. All forward-looking statements in this Quarterly Report are made as of the date hereof, based on information available to us as of the date hereof, and subsequent facts or circumstances may contradict, obviate, undermine, or otherwise fail to support or substantiate such statements. We caution you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. Certain information included in this Quarterly Report may supersede or supplement forward-looking statements in our other reports filed with the SEC. We assume no obligation to update any forward-looking statement to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.




2

EMCORE Corporation
FORM 10-Q
For The Quarterly Period Ended March 31, 2018

TABLE OF CONTENTS

 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




3
Table of Contents

PART I. Financial Information.
            
ITEM 1.    Financial Statements

EMCORE CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
For the three and six months ended March 31, 2018 and 2017
(in thousands, except per share data)
(unaudited)

For the three months ended March 31,
 
For the six months ended March 31,
 
2018
 
2017
 
2018
 
2017
Revenue
$
18,623

 
$
32,591

 
$
42,659

 
$
62,767

Cost of revenue
13,676

 
21,553

 
29,798

 
41,686

Gross profit
4,947

 
11,038

 
12,861

 
21,081

Operating expense:
 
 
 
 
 
 
 
Selling, general, and administrative
5,644

 
5,672

 
10,463

 
11,250

Research and development
3,300

 
3,141

 
7,100

 
5,340

Impairments
—

 
468

 
—

 
468

(Gain) loss on sale of assets
(68
)
 
—

 
39

 
—

Total operating expense
8,876

 
9,281

 
17,602

 
17,058

Operating (loss) income
(3,929
)
 
1,757

 
(4,741
)
 
4,023

Other income (expense):
 
 
 
 
 
 
 
Interest income, net
163

 
46

 
274

 
69

Foreign exchange gain (loss)
526

 
44

 
812

 
(359
)
Total other income (expense)
689

 
90

 
1,086

 
(290
)
(Loss) income from continuing operations before income tax benefit (expense)
(3,240
)
 
1,847

 
(3,655
)
 
3,733

Income tax benefit (expense)
169

 
8

 
502

 
(112
)
(Loss) income from continuing operations
(3,071
)
 
1,855

 
(3,153
)
 
3,621

Loss from discontinued operations, net of tax
—

 
(7
)
 
—

 
(16
)
Net (loss) income
$
(3,071
)
 
$
1,848

 
$
(3,153
)
 
$
3,605

Foreign exchange translation adjustment
121

 
276

 
374

 
16

Comprehensive (loss) income
$
(2,950
)
 
$
2,124

 
$
(2,779
)
 
$
3,621

Per share data:


 


 
 
 
 
Net (loss) income per basic share:


 


 
 
 
 
Continuing operations
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.14

Discontinued operations
—

 
(0.00
)
 
—

 
(0.00
)
Net (loss) income per basic share
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.14

Net (loss) income per diluted share:

 

 
 
 
 
Continuing operations
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.13

Discontinued operations
—

 
(0.00
)
 
—

 
(0.00
)
Net (loss) income per diluted share
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.13

Weighted-average number of basic shares outstanding
27,197

 
26,622

 
27,113

 
26,449

Weighted-average number of diluted shares outstanding
27,197

 
27,585

 
27,113

 
27,366


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

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Table of Contents

EMCORE CORPORATION
Condensed Consolidated Balance Sheets
As of March 31, 2018 and September 30, 2017
(in thousands)
(unaudited)
 
As of
 
As of
 
March 31,
2018
 
September 30,
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
65,477

 
$
68,333

Restricted cash
52

 
421

Accounts receivable, net of allowance of $95 and $22, respectively
17,767

 
22,265

Inventory
23,726

 
25,139

Prepaid expenses and other current assets
10,985

 
8,527

Total current assets
118,007

 
124,685

Property, plant, and equipment, net
16,728

 
16,635

Non-current inventory
2,779

 
2,686

Other non-current assets
791

 
78

Total assets
$
138,305

 
$
144,084

LIABILITIES and SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
6,848

 
$
11,818

Accrued expenses and other current liabilities
10,626

 
9,825

Total current liabilities
17,474

 
21,643

Asset retirement obligations
1,631

 
1,638

Other long-term liabilities
56

 
29

Total liabilities
19,161

 
23,310

Commitments and contingencies (Note 11)


 


Shareholders’ equity:
 
 
 
Common stock, no par value, 50,000 shares authorized; 34,368 shares issued and 27,458 shares outstanding as of March 31, 2018; 33,938 shares issued and 27,028 shares outstanding as of September 30, 2017
732,055

 
730,906

Treasury stock at cost; 6,910 shares
(47,721
)
 
(47,721
)
Accumulated other comprehensive income
935

 
561

Accumulated deficit
(566,125
)
 
(562,972
)
Total shareholders’ equity
119,144

 
120,774

Total liabilities and shareholders’ equity
$
138,305

 
$
144,084


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

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Table of Contents
EMCORE CORPORATION
Condensed Consolidated Statements of Cash Flows
For the six months ended March 31, 2018 and 2017
(in thousands)
(unaudited)




 
For the six months ended March 31,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net (loss) income
$
(3,153
)
 
$
3,605

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization expense
2,605

 
1,685

Stock-based compensation expense
1,848

 
1,581

Provision adjustments related to doubtful accounts
75

 
7

Provision adjustments related to product warranty
282

 
303

Impairments of equipment
—

 
468

Net loss on disposal of equipment
39

 
—

Other
(643
)
 
574

Total non-cash adjustments
4,206

 
4,618

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
4,422

 
975

Inventory
2,041

 
(2,357
)
Other assets
(2,812
)
 
(1,582
)
Accounts payable
(4,923
)
 
1,489

Accrued expenses and other current liabilities
304

 
1,035

Total change in operating assets and liabilities
(968
)
 
(440
)
Net cash provided by operating activities
85

 
7,783

Cash flows from investing activities:
 
 
 
Purchase of equipment
(2,735
)
 
(4,567
)
Proceeds from disposal of property, plant and equipment
77

 
—

Net cash used in investing activities
(2,658
)
 
(4,567
)
Cash flows from financing activities:
 
 
 
Proceeds from stock plans
442

 
779

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

(1,139
)
 
—

Net cash (used in) provided by financing activities
(697
)
 
779

Effect of exchange rate changes on foreign currency
45

 
(67
)
Net (decrease) increase in cash, cash equivalents and restricted cash
(3,225
)
 
3,928

Cash, cash equivalents and restricted cash at beginning of period
68,754

 
64,870

Cash, cash equivalents and restricted cash at end of period
$
65,529

 
$
68,798

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
 
 
Cash paid during the period for interest
$
31

 
$
38

Cash paid during the period for income taxes
$
130

 
$
79

NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 
 
Changes in accounts payable related to purchases of equipment
$
(235
)
 
$
(255
)
Issuance of common stock to Board of Directors
$
—

 
$
410

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

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Table of Contents

EMCORE Corporation
Notes to our Condensed Consolidated Financial Statements
For the three and six months ended March 31, 2018
(unaudited)

NOTE 1.
Description of Business

Business Overview

EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997 and is listed on the Nasdaq stock exchange under the ticker symbol EMKR. EMCORE pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of Cable TV directly on fiber, and today is a leading provider of advanced Mixed-Signal Optics products that enable communications systems and service providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to provide the aerospace and defense markets with state-of-the-art navigation systems technology. With both analog and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often far greater than traditional digital applications and requires a specialized expertise held by EMCORE which is unique in the optics industry.

We currently have one reporting segment: Fiber Optics. This segment is comprised of three product lines: Broadband, Chip Devices and Navigation Systems.

Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In our opinion, the interim financial statements reflect all normal adjustments that are necessary to provide a fair presentation of the financial results for the interim periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for an entire fiscal year. The condensed consolidated balance sheet as of September 30, 2017 has been derived from the audited consolidated financial statements as of such date as adjusted for discontinued operations. For a more complete understanding of our business, financial position, operating results, cash flows, risk factors and other matters, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

NOTE 2.
Recent Accounting Pronouncements and U.S. Tax Reform

There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or of potential significance, to us other than those discussed below:

•
In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is intended to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The new guidance is effective for annual periods, beginning after December 15, 2017 and interim periods within those annual periods. The Company does not expect the adoption of ASU 2017-09 will have a material impact on the Company’s consolidated financial statements.

•
In 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.  This standard will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years.  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 Condensed Consolidated Financial Statements and related disclosures.


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Table of Contents

•
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 introduces a lessee model that requires recognition of assets and liabilities arising from qualified leases on the consolidated balance sheets and disclosure of qualitative and quantitative information about lease transactions. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. The new standard will be effective for our fiscal year beginning October 1, 2019 and early adoption is permitted.

This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company's operating lease obligations at March 31, 2018 were approximately $3.9 million. Assuming an average discounted rate of 4% applied to these remaining lease payments, we estimate that the impact to our balance sheet as of October 1, 2019 upon adoption would be within the range of $2.0 million to $3.0 million due to recognition of the right-of-use asset and lease liability related to current operating leases. The Company is continuing to evaluate the effect of this update on its consolidated financial statements and related disclosures.

•
In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. 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 condensed 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 condensed consolidated financial statements.

•
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers which will supersede most current U.S. GAAP guidance on this topic. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing to clarify two aspects of the guidance within ASU No. 2014-09 on identifying performance obligations and the licensing implementation guidance. Under the new standards, recognition of revenue occurs when the seller satisfies a performance obligation by transferring to the customer promised goods or services in an amount that reflects the consideration the entity expects to receive for those goods or services. The new standard, as amended through December 2016, will be effective for our fiscal year beginning October 1, 2018 and early adoption is permitted as of October 1, 2017. The standard permits the use of either the full retrospective or modified retrospective method. We have established a cross-functional implementation team to implement ASU 2014-09. We continue to identify and implement changes to our systems, processes and internal controls to meet the reporting and disclosure requirements upon adoption as of October 1, 2018.

We believe that the key revenue streams will be split between product sales and firm fixed price contracts, which comprise the majority of our business. Based upon the evaluation completed to date, the Company believes that the pattern of revenue recognition for these revenue streams will generally be at a point-in-time for product sales and over a period of time for firm fixed price contracts, which is consistent with current guidance. The Company does not believe the adoption of ASU 2014-09 will have a material impact on the Company’s condensed consolidated financial statements and related disclosures. As of March 31, 2018, the Company intends to adopt ASU 2014-09 utilizing a modified retrospective method on October 1, 2018.

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Table of Contents

U.S. Tax Reform
•
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 six months ended March 31, 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 six months ended March 31, 2018, the elimination of the manufacturing deduction and credit for certain foreign taxes paid did not result in a significant impact on our condensed consolidated financial statements.

There are also certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax system, the Tax Act imposes a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries. In addition, the reduction of the U.S. corporate tax rate will cause us to adjust our U.S. deferred tax assets and liabilities to the lower federal base rate of 21%. Due to historical foreign losses and a full valuation allowance on our deferred tax assets as of September 30, 2017, these transitional impacts did not result in an impact on our condensed consolidated financial statements for the three and six months ended March 31, 2018.

The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries. The SEC has issued rules that allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 30, 2018.


NOTE 3.
Cash, Cash Equivalents and Restricted Cash

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

 
As of
 
As of
 
As of
(in thousands)
March 31, 2018
 
September 30, 2017
 
March 31, 2017
Cash
$
4,854

 
$
8,054

 
$
8,565

Cash equivalents
$
60,623

 
$
60,279

 
$
60,040

Restricted cash
52

 
421

 
193

     Total cash, cash equivalents and restricted cash
$
65,529

 
68,754

 
68,798


The Company's restricted cash includes cash balances which are legally or contractually restricted to use. The Company's restricted cash is included in current assets as of March 31, 2018 and 2017, and September 30, 2017.


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Table of Contents

NOTE 4.
Fair Value Accounting

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

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

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

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

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

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

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

The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other current assets, and accounts payable approximate fair value because of the short maturity of these instruments.

NOTE 5.
Accounts Receivable

The components of accounts receivable consisted of the following:


 
As of

As of
(in thousands)
 
March 31, 2018

September 30, 2017
Accounts receivable, gross
 
$
17,862

 
$
22,287

Allowance for doubtful accounts
 
(95
)
 
(22
)
Accounts receivable, net
 
$
17,767

 
$
22,265


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

The following table summarizes changes in the allowance for doubtful accounts for the three and six months ended March 31, 2018 and 2017.

Allowance for Doubtful Accounts
(in thousands)
 
For the three months ended March 31,
 
For the six months ended March 31,
 
 
2018
 
2017
 
2018
 
2017
Balance at beginning of period
 
$
39

 
$
33

 
$
22

 
$
36

Provision adjustment - expense, net of recoveries
 
58

 
7

 
75

 
7

Write-offs and other adjustments - deductions to receivable balances
 
(2
)
 
(27
)
 
(2
)
 
(30
)
Balance at end of period
 
$
95

 
$
13

 
$
95

 
$
13




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NOTE 6.
Inventory

The components of inventory consisted of the following:

 
As of
 
As of
(in thousands)
March 31, 2018
 
September 30, 2017
Raw materials
$
13,352

 
$
15,826

Work in-process
5,121

 
6,586

Finished goods
8,032

 
5,413

Inventory balance at end of period
$
26,505

 
$
27,825

Current portion
$
23,726

 
$
25,139

Non-Current portion
$
2,779

 
$
2,686


The non-current inventory balance of $2.8 million and $2.7 million as of March 31, 2018 and September 30, 2017, respectively, is comprised entirely of raw materials which we acquired as part of a last time purchase as a result of the vendor announcing it would cease manufacturing a part.

NOTE 7.
Property, Plant, and Equipment, net

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

 
As of
 
As of
(in thousands)
March 31, 2018
 
September 30, 2017
Equipment
$
35,014

 
$
31,507

Furniture and fixtures
1,109

 
1,109

Computer hardware and software
2,910

 
2,974

Leasehold improvements
1,789

 
2,330

Construction in progress
1,796

 
4,539

Property, plant, and equipment, gross
$
42,618

 
42,459

Accumulated depreciation
(25,890
)
 
(25,824
)
Property, plant, and equipment, net
$
16,728

 
$
16,635


In March 2017, in connection with our opening a new manufacturing facility in China, we identified equipment with a net book value of approximately $0.6 million that would no longer be utilized after the planned move later in fiscal year 2017. After taking into consideration the costs of disposal and estimated net funds from the sale of the equipment of approximately $0.1 million, we recorded a charge to impairments of approximately $0.5 million in the three and six months ended March 31, 2017.


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NOTE 8.
Accrued Expenses and Other Current Liabilities

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


As of

As of
(in thousands)
March 31, 2018

September 30, 2017
Compensation
$
2,635

 
$
3,904

Warranty
837

 
684

Professional fees
445

 
653

Customer deposits
10

 
20

Income and other taxes
4,882

 
2,920

Severance and restructuring accruals
724

 
628

Other
1,093

 
1,016

Accrued expenses and other current liabilities
$
10,626

 
$
9,825


Compensation: Compensation is primarily comprised of accrued employee salaries, taxes and benefits.

Income and other taxes: For the three months ended March 31, 2018, the Company recorded approximately $169,000 of income tax benefit from continuing operations and $0 of income tax benefit within income from discontinued operations. For the three months ended March 31, 2017, the Company recorded income tax benefit of $8,000 and $0 within income from continuing operations and discontinued operations, respectively. For the six months ended March 31, 2018, the Company recorded approximately $0.5 million of income tax benefit from continuing operations and $0 of income tax benefit within income from discontinued operations. For the six months ended March 31, 2017, the Company recorded income tax expense of $0.1 million from continuing operations and $0 of income tax benefit within income from discontinued operations. The income tax benefit (expense) within discontinued operations includes estimated alternative minimum tax and other adjustments prescribed by ASC 740 in allocating expected annual income tax expense (benefit) between continuing operations and discontinued operations. Income and other taxes also includes foreign income and value added taxes.

Severance and restructuring accruals: In an effort to better align our current and future business operations, in November 2016, the Company announced a reduction in the workforce of approximately 5 individuals and recorded a charge of $0.2 million in the six months ended March 31, 2017 related to the outsourcing of our satellite communications assembly operations.

In March 2017, the Company announced an additional workforce reduction of approximately 14 individuals and recorded a charge of $0.1 million in the three and six months ended March 31, 2017 related to the outsourcing of a portion of our wafer fabrication lab. During the fiscal year ended September 30, 2017, the Company recorded an additional charge of $0.4 million for six additional individuals related to the March 2017 workforce reduction. Also, in March 2017, in connection with our anticipated opening later in fiscal year 2017 of a new manufacturing facility in China to reduce costs and improve efficiency, we accrued for a workforce reduction of approximately 265 individuals and recorded a charge of $0.5 million in the three and six months ended March 31, 2017. During the fiscal year ended September 30, 2017, the Company recorded an additional charge of $0.4 million for the workforce reduction of 72 additional individuals related to the opening of our new manufacturing facility in China.

In September 2017, the Company announced it would close its Ivyland, Pennsylvania location during fiscal year 2018 and reduce its workforce by approximately 11 individuals and recorded a charge for severance for the affected employees in the amount of $0.3 million in the fiscal year ended September 30, 2017.

In connection with the closing of the Ivyland, Pennsylvania location in January 2018, we accrued for the remaining lease costs of the facility through the lease termination of February 2019. Included in selling, general and administrative expense for the three and six months ended March 31, 2018, was $0.2 million related to the remaining lease costs.

In March 2018, the Company announced an additional workforce reduction of approximately 21 individuals to better align our workforce towards our Chip Devices and Navigation Systems product lines and away from Broadbrand product lines and recorded a charge of $0.4 million in the three and six months ended March 31, 2018.

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Our severance and restructuring-related accruals specifically relate to the separation agreements and reductions in force discussed above and non-cancelable obligations associated with an abandoned leased facility. Expense related to severance and restructuring accruals is included in selling, general, and administrative expense on our statements of operations and comprehensive income. The following table summarizes the changes in the severance accrual account:

(in thousands)
Severance-related accruals
 
Restructuring- related accruals
 
Total
Balance as of September 30, 2017
$
628

 
$
—

 
$
628

Expense - charged to accrual
493

 
186

 
679

Payments and accrual adjustments
(557
)
 
(26
)
 
(583
)
Balance as of March 31, 2018
$
564

 
$
160

 
$
724


Warranty: The following table summarizes the changes in our product warranty accrual accounts:

Product Warranty Accruals
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2018
 
2017
 
2018
 
2017
Balance at beginning of period
$
713

 
$
791

 
$
684

 
$
871

Provision for product warranty - expense
224

 
215

 
282

 
303

Adjustments and utilization of warranty accrual
(100
)
 
(107
)
 
(129
)
 
(275
)
Balance at end of period
$
837

 
$
899

 
$
837

 
$
899



NOTE 9.
Credit Facilities

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

On November 10, 2015, we entered into a Seventh Amendment of the Credit Facility which extended the maturity date of the facility to November 2018. On July 27, 2017, we entered into a Ninth Amendment of the Credit Facility which adjusted the interest rate to LIBOR plus 1.75%. The Credit Facility currently provides us with a revolving credit line of up to $15.0 million, subject to a borrowing base formula, that can be used for working capital requirements, letters of credit, and other general corporate purposes.

As of March 31, 2018, there were no amounts outstanding under this Credit Facility and the Company was in compliance with all financial covenants. Also, as of March 31, 2018, the Credit Facility had approximately $0.5 million reserved for one outstanding stand-by letter of credit and $7.2 million available for borrowing. As of April 30, 2018, there was no outstanding balance under this Credit Facility and $0.5 million reserved for one outstanding stand-by letter of credit.


NOTE 10.
Income and Other Taxes

For the three months ended March 31, 2018 and 2017, the Company recorded income tax benefit from continuing operations of approximately $0.2 million and $8,000, respectively. For the three months ended March 31, 2018 and 2017, the Company recorded no income tax benefit from discontinued operations. For the six months ended March 31, 2018 and 2017, the Company recorded income tax benefit (expense) from continuing operations of approximately $0.5 million and $(0.1) million, respectively. For the six months ended March 31, 2018 and 2017, the Company recorded no income tax benefit from discontinued operations. Income tax benefit for the three months ended March 31, 2018 is primarily due to the current period operating loss. Income tax benefit for the six months ended March 31, 2018 is primarily comprised of the effect of the Tax Act which eliminates AMT and will result in a refund to the Company of amounts paid in prior fiscal years. Income tax expense is comprised of estimated alternative minimum tax allocated between continuing operations and discontinued operations as prescribed by ASC 740 and foreign tax expense included within continuing operations.

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For the three months ended March 31, 2018 and 2017, the effective tax rate on continuing operations was (5.2)% and 0.4%, respectively. The higher beneficial tax rate for the three months ended March 31, 2018 was primarily due to the current period benefit. The lower tax rate for the three months ended March 31, 2017 compared to the current period was primarily due to permanent differences, state tax benefits and foreign tax rate differentials.

For the six months ended March 31, 2018 and 2017, the effective tax rate on continuing operations was (13.7)% and 3.0%, respectively. The higher beneficial tax rate for the six months ended March 31, 2018 was primarily due to the effect of the Tax Act, which resulted in a credit to the Company on future tax payments for past AMT amounts paid and the current period operating loss. The lower tax rate for the six months ended March 31, 2017 compared to the current period was primarily due to permanent differences, state tax benefits and foreign tax rate differentials. The Company uses estimates to forecast the results from continuing operations for the current fiscal year as well as permanent differences between book and tax accounting.
We have not provided for income taxes on non-U.S. subsidiaries' undistributed earnings as of March 31, 2018 because we plan to indefinitely reinvest the unremitted earnings of our non-U.S. subsidiaries and all of our non-U.S. subsidiaries historically have negative earnings and profits.
All deferred tax assets have a full valuation allowance at March 31, 2018. However, on a quarterly basis, the Company will evaluate the positive and negative evidence to assess whether the more likely than not criteria, mandated by ASC 740, has been satisfied in determining whether there will be further adjustments to the valuation allowance.

During the three and six months ended March 31, 2018 and 2017, there were no material increases or decreases in unrecognized tax benefits. As of March 31, 2018 and September 30, 2017, we had approximately $0.4 million and $0.3 million, respectively, of interest and penalties accrued as tax liabilities on our balance sheet. Interest that is accrued on tax liabilities is recorded within interest expense on the statement of condensed consolidated statements of operations.

The Company’s Board of Directors has adopted a Tax Benefits Preservation Plan (the “Rights Plan”) to help preserve the value of our net operating losses and tax credit carryforwards by reducing the risk of limitation of these deferred tax assets. The Rights Plan was approved by the Company’s shareholders on March 10, 2015. On September 26, 2017, the Company extended the final expiration date of the rights contained therein from October 3, 2017 to October 3, 2018 (subject to earlier expiration as described in the Rights Plan), which extension was approved by the Company's shareholders at the Company's 2018 annual meeting of shareholders on March 16, 2018. The Rights Plan is intended to reduce the likelihood that the Company will experience an ownership change for purposes of Internal Revenue Code Section 382 by discouraging any person or group from becoming a “5% shareholder” or increasing their ownership of the Company’s common stock if they are already a “5% shareholder.”

NOTE 11.
Commitments and Contingencies

Operating Lease Obligations: We lease certain facilities and equipment under non-cancelable operating leases. Operating lease amounts exclude renewal option periods, property taxes, insurance, and maintenance expenses on leased properties. Our facility leases typically provide for rental adjustments for increases in base rent (up to specific limits), property taxes, insurance, and general property maintenance that would be recorded as rent expense. Rent expense was approximately $0.3 million and $0.4 million for the three months ended March 31, 2018 and 2017, respectively, and approximately $0.6 million and $0.7 million for the six months ended March 31, 2018 and 2017, respectively. There are no off-balance sheet arrangements other than our operating leases.

Asset Retirement Obligation: We have known conditional Asset Retirement Obligations (“AROs”) such as certain asset decommissioning and restoration of rented facilities to be performed in the future. Our ARO includes assumptions related to renewal option periods for those facilities where we expect to extend lease terms. The Company recognizes its estimate of the fair value of its ARO in the period incurred in long-term liabilities. The fair value of the ARO is also capitalized as property, plant and equipment.

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In future periods, the ARO is accreted for the change in its present value and capitalized costs are depreciated over the useful life of the related assets. If the fair value of the estimated ARO changes, an adjustment will be recorded to both the ARO and the asset retirement capitalized cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, changes in estimated retirement costs, and changes in the estimated timing of settling the ARO. The fair value of our ARO was estimated by discounting projected cash flows over the estimated life of the related assets using credit adjusted risk-free rates which ranged from 1.20% to 4.20%. There was no ARO settled during the three and six months ended March 31, 2018 and 2017. Accretion expense of $16,000 and $17,000 was recorded during the three months ended March 31, 2018 and 2017, respectively. Accretion expense of $33,000 and $34,000 was recorded during the six months ended March 31, 2018 and 2017, respectively.

EMCORE leases its primary facility in Alhambra, California covering six buildings where manufacturing, research and development, and general and administrative work is performed. In September 2017, a new lease for four of the six buildings was signed, which was effective on October 1, 2017. The new lease extends the terms of the lease for three years plus a three year option to extend the lease through September 2023. In connection with the lease agreement, the Company has recorded an ARO liability at March 31, 2018 and September 30, 2017 of $1.7 million and $1.6 million, respectively. Leases related to the other two buildings expired in 2011, and these buildings are being occupied on a month-to-month basis.

The Company’s ARO consists of legal requirements to return the existing leased facilities to their original state and certain environmental work to be performed due to the presence of a manufacturing fabrication operation and significant changes to the facilities over the past thirty years.

Indemnifications: We have agreed to indemnify certain customers against claims of infringement of intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations.

Legal Proceedings: We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect the resolution of these matters to have a material adverse effect on our business, financial position, results of operations, or cash flows. However, the results of these matters cannot be predicted with certainty. Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Should we fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, then the financial results of that particular reporting period could be materially affected.

a) Intellectual Property Lawsuits

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

b) Mirasol Class Action

On December 15, 2015, Plaintiff Christina Mirasol (“Mirasol”), on her own behalf and on behalf of a putative class of similarly situated individuals composed of current and former non-exempt employees of the Company working in California since December 15, 2011, filed a complaint against the Company in the Superior Court of California, Los Angeles County (the “Court”). The complaint alleged seven causes of action related to: (1) failure to pay overtime; (2) failure to provide meal periods; (3) failure to pay minimum wages; (4) failure to timely pay wages upon termination; (5) failure to provide compliant wage statements; (6) unfair competition under the California Business and Professions Code § 17200 et seq.; and (7) penalties under the Private Attorneys General Act. The claims were premised primarily on the allegation that Mirasol and the putative class members were not provided with their legally required meal periods. Mirasol sought recovery on her own behalf and on behalf of the putative class in an unspecified amount for compensatory and liquidated damages as well as for declaratory relief, injunctive relief, statutory penalties, pre-judgment interest, costs and attorneys’ fees.


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Table of Contents

In exchange for a one-time cash payment offered by the Company, certain current and former employees previously agreed to release the Company from all potential claims related to the matters alleged in the Mirasol lawsuit. The Company had recorded an accrual for these amounts at September 30, 2016 that was not material to the Company's results of operations, financial condition or cash flows, which had been recorded within Operating Expenses for the fiscal year ended September 30, 2016. On January 6, 2017, the Company and Mirasol agreed to a class action settlement of $0.3 million with regards to all outstanding claims. On January 24, 2018, the Court granted final approval of the formal settlement agreement entered into between the parties and on February 26, 2018, the Court entered final judgment. As of March 31, 2018, the $0.3 million settlement remains outstanding and is expected to be paid during the quarter ending June 30, 2018. During the six months ended March 31, 2017, the Company recorded an accrual of $0.2 million within Operating Expenses related to the settlement.
c) Mirasol Wrongful Termination Lawsuit

In August 2016, EMCORE was served with a second lawsuit by former employee Mirsaol, in the Superior Court of Los Angeles alleging that the Company violated California’s employment laws in terminating her employment in November 2015. By her complaint, Mirasol asserted five causes of action:  (1) wrongful termination in violation of public policy; (2) discrimination on the basis of disability and/or medical condition; (3) failure to accommodate; (4) failure to engage in the interactive process; and (5) intentional infliction of emotional distress.  On September 26, 2016, Mirasol dismissed the fifth cause of action for intentional infliction of emotional distress. Mirasol alleged that EMCORE wrongfully terminated her at the conclusion of a Family and Medical Act leave, without engaging in the interactive process of offering to provide her with reasonable accommodations.  The plaintiff sought general, special, and punitive damages. On January 6, 2017, the Company and Mirasol agreed to a settlement of $50,000 with regards to all outstanding claims. This amount was paid as of September 30, 2017.

NOTE 12.
Equity

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

•
the 2000 Stock Option Plan,
•
the 2010 Equity Incentive Plan (“2010 Plan”), and
•
the 2012 Equity Incentive Plan (“2012 Plan”).

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

Stock Options
Most of our stock options vest and become exercisable over a four to five year period and have a contractual life of 10 years. Certain stock options awarded are intended to qualify as incentive stock options pursuant to Section 422A of the Internal Revenue Code.

The following table summarizes stock option activity under the Equity Plans for the six months ended March 31, 2018:


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
(3,856
)
 
$4.45
 
 
 
$
13

Forfeited
(780
)
 
$4.22
 
 
 
 
Expired
(160,330
)
 
$24.27
 
 
 
 
Outstanding as of March 31, 2018
161,832

 
$15.28
 
2.98
 
$
89

Exercisable as of March 31, 2018
125,157

 
$18.38
 
1.61
 
$
52

Vested and expected to vest as of March 31, 2018
161,832

 
$15.28
 
2.98
 
$
89



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(*) Intrinsic value for stock options represents the “in-the-money” portion or the positive variance between a stock option's exercise price and the underlying stock price. For the the six months ended March 31, 2017, the intrinsic value of options exercised was $0.9 million.

As of March 31, 2018, there was approximately $0.1 million of unrecognized stock-based compensation expense related to non-vested stock options granted under the Equity Plans which is expected to be recognized over an estimated weighted average life of 2.5 years.

Valuation Assumptions
There were no stock option grants for the three and six months ended March 31, 2018 and 2017.

Time-Based Restricted Stock
Time-based restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) granted to employees under the 2010 Plan and 2012 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the lapse of the restrictions. RSUs are not considered issued or outstanding common stock until they vest. RSAs are considered issued and outstanding on the grant date and are subject to forfeiture if specified vesting conditions are not satisfied.

The following table summarizes the activity related to RSUs and RSAs subject to time-based vesting requirements for the six months ended March 31, 2018:

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
 
296,043

 
$6.53
 
—

 
$0.00
Vested
 
(313,857
)
 
$5.32
 
—

 
$0.00
Forfeited
 
(12,763
)
 
$4.16
 
—

 
$0.00
Non-vested as of March 31, 2018
 
747,507

 
$6.43
 
8,154

 
$8.20

As of March 31, 2018, there was approximately $4.3 million of remaining unamortized stock-based compensation expense associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.9 years. The 0.7 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of approximately $4.3 million and a weighted average remaining contractual term of 1.7 years. For the six months ended March 31, 2018 and 2017, the intrinsic value of RSUs vested was approximately $2.0 million and $2.8 million, respectively. For the six months ended March 31, 2017, the weighted average grant date fair value of RSUs granted was $8.04 per share.

As of March 31, 2018, there was approximately $0.1 million of remaining unamortized stock-based compensation expense associated with RSAs, which will be expensed over a weighted average remaining service period of approximately 2.6 years.

On December 28, 2017, the Company granted our CEO, Jeffrey Rittichier, our Senior Vice President of Engineering, Albert Lu, and our Vice President of Sales (now co-VP, Broadband), David Wojciechowski, 40,000, 14,000 and 10,000 RSUs with a grant date fair value of $0.3 million, $0.1 million and $0.1 million, respectively, that will vest in 4 equal annual installments beginning on December 28, 2018.

Performance Stock
Performance based restricted stock units (“PSUs”) and performance based shares of restricted stock (“PRSAs”) granted to employees under the 2012 Plan typically vest over 1 to 3 years and are subject to forfeiture in whole, if employment terminates, or in whole or in part, if specified vesting conditions are not satisfied, in each case prior to vesting. PSUs are not considered issued or outstanding common stock until they vest. PRSAs are considered issued and outstanding on the grant date (at 200% of the target number of shares) and are subject to forfeiture if specified vesting conditions are not satisfied. PSUs and PRSAs that are granted to our executive officers and key employees are provided as long-term incentive compensation that is based on relative total shareholder return, which measures our performance against that of our competitors.


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Table of Contents

The following table summarizes the activity related to PSUs and PRSAs for the six months ended March 31, 2018:

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
Non-vested as of March 31, 2018
 
402,814

 
$8.54
 
33,333

 
$12.25

As of March 31, 2018, there was approximately $2.2 million of remaining unamortized stock-based compensation expense associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 1.9 years. The 0.4 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $2.3 million and a weighted average remaining contractual term of 1.9 years. For the six months ended March 31, 2018, the intrinsic value of PSUs vested was approximately $1.4 million. There were no PSUs vested in the three months ended March 31, 2018. For the three and six months ended March 31, 2017, there were no PSUs vested. For the six months ended March 31, 2017, the weighted average grant date fair value of PSUs granted was $8.34.

As of March 31, 2018, there was approximately $0.3 million of remaining unamortized stock-based compensation expense associated with PRSAs, which will be expensed over a weighted average remaining service period of approximately 1.6 years.

On December 28, 2017, the Company granted Messrs. Rittichier, Lu and Wojciechowski, 40,000, 14,000 and 10,000 PSUs with a grant date fair value of $0.3 million, $0.1 million and $0.1 million, respectively. The PSUs issued will vest based on a combination of the relative total shareholder return of EMCORE’s stock compared to the Russell Microcap Index and the executive's continued employment. The total number of shares to be issued to each individual ranges from zero (0) to 200% of the target PSUs granted. Between zero (0) and 200% of the target PSUs will vest, if at all, on December 28, 2020.

On December 28, 2017, in addition to the PSUs granted to Messrs. Rittichier, Lu and Wojciechowski, the Company granted 108,500 target PSUs with a grant date fair value of $0.9 million to certain key non-executive employees. The PSUs issued will vest based on a combination of the relative total shareholder return of EMCORE’s stock compared to the Russell Microcap Index and the employee's continued employment. The total number of shares to be issued to each individual may range from zero (0) to 200% of the target PSUs granted. Between zero (0) and 200% of the target PSUs granted will vest, if at all, on December 28, 2020.

Included in the 240,164 PSUs granted and 166,058 PSUs vested during the six months ended March 31, 2018 are 67,664 PSUs that vested at more than 100% of the target PSUs upon vesting.

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

Stock-based Compensation Expense - by award type
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2018
 
2017
 
2018
 
2017
Employee stock options
$
10

 
$
11

 
$
20

 
$
22

Restricted stock units and awards
412

 
369

 
863

 
723

Performance stock units and awards
361

 
371

 
650

 
639

Employee stock purchase plan
75

 
66

 
161

 
118

Outside director equity awards and fees in common stock
75

 
12

 
154

 
90

Total stock-based compensation expense
$
933

 
$
829

 
$
1,848

 
$
1,592



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Table of Contents

Stock-based Compensation Expense - by expense type
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2018
 
2017
 
2018
 
2017
Cost of revenue
$
115

 
$
147

 
$
254

 
$
240

Selling, general, and administrative
652

 
563

 
1,290

 
1,133

Research and development
166

 
119

 
304

 
219

Total stock-based compensation expense
$
933

 
$
829

 
$
1,848

 
$
1,592


The stock-based compensation expense above relates to continuing operations. Included within discontinued operations is $0 and $(20,000) of stock-based compensation expense for the three months ended March 31, 2018 and 2017, respectively. Included within discontinued operations is $0 and $(11,000) of stock-based compensation expense for the six months ended March 31, 2018 and 2017, respectively.

401(k) Plan
We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash. Our matching contribution in cash for the three months ended March 31, 2018 and 2017 was approximately $0.1 million and $0.2 million, respectively. Our matching contribution in cash for the six months ended March 31, 2018 and 2017 was approximately $0.3 million and $0.3 million, respectively.

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Table of Contents


Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net (loss) income per share:

Basic and Diluted Net (Loss) Income Per Share
 
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands, except per share)
 
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
 
   (Loss) income from continuing operations
 
$
(3,071
)
 
$
1,855

 
$
(3,153
)
 
$
3,621

   Loss from discontinued operations
 
—

 
(7
)
 
—

 
(16
)
Undistributed earnings allocated to common shareholders for basic and diluted net income per share
 
(3,071
)
 
1,848

 
(3,153
)
 
3,605

Denominator:
 
 
 
 
 
 
 
 
Denominator for basic net income per share - weighted average shares outstanding
 
27,197

 
26,622

 
27,113

 
26,449

Dilutive options outstanding, unvested stock units, unvested stock awards and ESPP
 
—

 
963

 
—

 
917

Denominator for diluted net income per share - adjusted weighted average shares outstanding
 
27,197

 
27,585

 
27,113

 
27,366

 
 
 
 
 
 
 
 
 
Net (loss) income per basic share:
 
 
 
 
 
 
 
 
   Continuing operations
 
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.14

   Discontinued operations
 
—

 
(0.00
)
 
—

 
(0.00
)
Net (loss) income per basic share
 
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.14

 
 
 
 
 
 
 
 
 
Net (loss) income per diluted share:
 
 
 
 
 

 

   Continuing operations
 
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.13

   Discontinued operations
 
—

 
(0.00
)
 
—

 
(0.00
)
Net (loss) income per diluted share
 
$
(0.11
)
 
$
0.07

 
$
(0.12
)
 
$
0.13

Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation
 
972

 
370

 
793

 
550

 
 
 
 
 
 
 
 
 
Average market price of common stock
 
$
6.05

 
$
9.11

 
$
6.79

 
$
7.99


For diluted (loss) income per share, the denominator includes all outstanding common shares and all potential dilutive common shares to be issued. The anti-dilutive stock options and unvested stock were excluded from the computation of diluted net loss per share for the three and six months ended March 31, 2018 due to the Company incurring a net loss for the period. For the three and six months ended March 31, 2017, we excluded 0.4 million and 0.6 million, respectively, of weighted average outstanding stock options, RSUs and PSUs from the calculation of diluted net income per share because their effect would have been anti-dilutive.
Employee Stock Purchase Plan
We maintain an Employee Stock Purchase Plan (“ESPP”) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6-month duration plan with new participation periods beginning on approximately February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last trading day of the participation period, whichever is lower, and annual contributions are limited to the lower of 10% of an employee's compensation or $25,000.


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Table of Contents

Future Issuances 
As of March 31, 2018, we had common stock reserved for the following future issuances:
Future Issuances
Number of Common Stock Shares Available for Future Issuances
Exercise of outstanding stock options
161,832

Unvested restricted stock units
747,507

Unvested performance stock units (at 200% maximum payout)
805,628

Purchases under the employee stock purchase plan
818,036

Issuance of stock-based awards under the Equity Plans
1,816,519

Purchases under the officer and director share purchase plan
88,741

Total reserved
4,438,263


NOTE 13.
Geographical Information

We evaluate our reportable segment pursuant to ASC 280, Segment Reporting. The Company's Chief Executive Officer is the chief operating decision maker and he assesses the performance of the operating segment and allocates resources to the segment based on its business prospects, competitive factors, net revenue, operating results, and other non-U.S. GAAP financial ratios. Based on this evaluation, the Company operates as a single reportable segment.
Revenue: The following tables set forth revenue by geographic region with revenue assigned to geographic regions based on our customers’ billing address.

Revenue by Geographic Region
 
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
 
2018
 
2017
 
2018
 
2017
United States
 
$
14,940

 
$
25,930

 
$
35,019

 
$
50,684

Asia
 
2,146

 
4,772

 
4,803

 
8,491

Europe
 
1,505

 
1,695

 
2,732

 
3,325

Other
 
32

 
194

 
105

 
267

Total revenue
 
$
18,623

 
$
32,591

 
$
42,659

 
$
62,767


Significant Customers: Significant customers are defined as customers representing greater than 10% of our consolidated revenue. Revenue from three of our significant customers represented an aggregate of 65% and 74% of our consolidated revenue for the three months ended March 31, 2018 and 2017, respectively. Revenue from two and three of our significant customers represented an aggregate of 59% and 74% of our consolidated revenue for the six months ended March 31, 2018 and 2017, respectively.

Long-lived Assets: Long-lived assets consist of property, plant, and equipment. As of March 31, 2018 and September 30, 2017, approximately 46% of our long-lived assets were located in the United States. The remaining long-lived assets are primarily located in China.

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Table of Contents

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

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

Business Overview

EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”), was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997 and is listed on the Nasdaq Stock Exchange under the ticker symbol EMKR. EMCORE pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of Cable TV directly on fiber, and today is a leading provider of advanced Mixed-Signal Optics products that enable communications systems and service providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology at the heart of our broadband communications products is shared with our fiber optic gyros and inertial sensors to provide the aerospace and defense markets with state-of-the-art navigations systems technology. With both analog and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often far greater than traditional digital applications and requires a specialized expertise held by EMCORE which is unique in the optics industry.

Strategic Plan

In addition to organic growth and development of our existing Fiber Optics business, we intend to pursue other strategies to enhance shareholder value. The Strategy and Alternatives Committee of the Company's Board of Directors (the “Strategy and Alternatives Committee”), which was established in December 2013, is charged with overseeing the Company’s strategic plan and evaluating strategic opportunities and alternatives available to the Company, including potential mergers, acquisitions, divestitures and other key strategic transactions outside the ordinary course of the Company’s business. Accordingly, the Strategy and Alternatives Committee may from time to time consider strategic opportunities to enhance shareholder value, which may include acquisitions, investments in joint ventures, partnerships, and other strategic alternatives such as dispositions, reorganizations, recapitalizations or other similar transactions, the repurchase of shares of our outstanding common stock or payment of dividends to our shareholders, and may engage financial and other advisers to assist it in these efforts. Accordingly, the Strategy and Alternatives Committee of the Board of Directors and our management may from time to time be engaged in evaluating potential strategic opportunities and we may enter into definitive agreements with respect to such transactions or other strategic alternatives. However, there is no assurance that the Strategy and Alternatives Committee will identify further strategic opportunities that the Company will determine to pursue, or that the consideration of any such opportunity would result in the completion of a strategic transaction.


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Results of Operations

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

 
For the three months ended March 31,
 
For the six months ended March 31,
 
2018
 
2017
 
2018
 
2017
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenue
73.4

 
66.1

 
69.9

 
66.4

Gross profit
26.6

 
33.9

 
30.1

 
33.6

Operating expense:
 
 
 
 
 
 
 
Selling, general, and administrative
30.3

 
17.4

 
24.5

 
17.9

Research and development
17.7

 
9.6

 
16.6

 
8.5

Impairments
—

 
1.4

 
—

 
0.7

(Gain) loss on sale of assets
(0.3
)
 
—

 
0.1

 
—

Total operating expense
47.7

 
28.4

 
41.2

 
27.1

Operating (loss) income
(21.1
)
 
5.5

 
(11.1
)
 
6.5

Other income (expense):
 
 
 
 
 
 
 
Interest income, net
0.9

 
0.1

 
0.6

 
0.1

Foreign exchange gain (loss)
2.8

 
0.1

 
1.9

 
(0.6
)
Total other income (expense)
3.7

 
0.2

 
2.5

 
(0.5
)
(Loss) income from continuing operations before income tax benefit (expense)
(17.4
)
 
5.7

 
(8.6
)
 
6.0

Income tax benefit (expense)
0.9

 
0.0

 
1.2

 
(0.2
)
(Loss) income from continuing operations
(16.5
)
 
5.7

 
(7.4
)
 
5.8

Loss from discontinued operations, net of tax
—

 
(0.0
)
 
—

 
(0.0
)
Net (loss) income
(16.5
)%
 
5.7
 %
 
(7.4
)%
 
5.7
 %

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Comparison of Financial Results for the Three Months Ended March 31, 2018 and 2017
(in thousands, except percentages)
For the three months ended March 31,
 
2018
 
2017
 
$ Change
 
% Change
Revenue
$
18,623

 
$
32,591

 
$
(13,968
)
 
(42.9)%
Cost of revenue
13,676

 
21,553

 
(7,877
)
 
(36.5)%
Gross profit
4,947

 
11,038

 
(6,091
)
 
(55.2)%
Operating expense:
 
 
 
 
 
 
 
Selling, general, and administrative
5,644

 
5,672

 
(28
)
 
(0.5)%
Research and development
3,300

 
3,141

 
159

 
5.1%
Impairments
—

 
468

 
(468
)
 
(100.0)%
Gain on sale of assets
(68
)
 
—

 
(68
)
 
N/A
Total operating expense
8,876

 
9,281

 
(405
)
 
(4.4)%
Operating (loss) income
(3,929
)
 
1,757

 
(5,686
)
 
(323.6)%
Other income:
 
 
 
 
 
 
 
Interest income, net
163

 
46

 
117

 
254.3%
Foreign exchange gain
526

 
44

 
482

 
1,095.5%
Total other income
689

 
90

 
599

 
665.6%
(Loss) income from continuing operations before income tax benefit
(3,240
)
 
1,847

 
(5,087
)
 
(275.4)%
Income tax benefit
169

 
8

 
161

 
2,012.5%
(Loss) income from continuing operations
(3,071
)
 
1,855

 
(4,926
)
 
(265.6)%
Loss from discontinued operations, net of tax
—

 
(7
)
 
7

 
100.0%
Net (loss) income
$
(3,071
)
 
$
1,848

 
$
(4,919
)
 
(266.2)%

Revenue

For the three months ended March 31, 2018, revenue decreased 42.9% compared to the same period in the prior year driven by lower sales volume of our CATV systems and components and RFOG products primarily to U.S. customers partially offset by increases in Chip Devices and Navigation Systems product line revenue. The decrease in CATV components is primarily the result of a significant customer experiencing a large inventory accumulation due to the consolidation of contract manufacturers' inventory in the U.S. and a portion of orders from other customers being received too late in the quarter to ship before the end of the quarter.


Gross Profit

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

Consolidated gross margins were 26.6% and 33.9% for the three months ended March 31, 2018 and 2017, respectively.

Stock-based compensation expense within cost of revenue totaled approximately $0.1 million during each of the three months ended March 31, 2018 and 2017.


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Table of Contents

For the three months ended March 31, 2018, gross profit decreased by 55.2% when compared to the same period in the prior year. The decrease in gross profit for the three months ended March 31, 2018 compared to the same period in 2017 was primarily due to lower sales and production volumes, resulting in lower operating leverage due to higher fixed manufacturing labor and expenses as a percentage of our revenues.


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

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

Stock-based compensation expense within SG&A totaled approximately $0.7 million and $0.6 million during the three months ended March 31, 2018 and 2017, respectively.

SG&A expense for the three months ended March 31, 2018 was slightly lower than the amount reported in the same period in 2017, primarily due to lower compensation costs and severance partially offset by an increase in expense for employee benefits and professional services.

As a percentage of revenue, SG&A expenses were 30.3% and 17.4% for the three months ended March 31, 2018 and 2017, respectively. The increase in SG&A expense as a percentage of revenue in the three months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in revenues in the three months ended March 31, 2018.


Research and Development (“R&D”)

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

Stock-based compensation expense within R&D totaled approximately $0.2 million and $0.1 million during the three months ended March 31, 2018 and 2017, respectively.

R&D expense for the three months ended March 31, 2018 was higher than the amounts reported in the same period in 2017 primarily due to an increase in compensation costs and project spending, primarily in navigation systems.

As a percentage of revenue, R&D expenses were 17.7% and 9.6% for the three months ended March 31, 2018 and 2017, respectively. The increase in R&D expense as a percentage of revenue in the three months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in revenues and higher R&D expense in the three months ended March 31, 2018.


Impairments

In March 2017, in connection with our opening of a new manufacturing facility in China, we identified equipment with a net book value of approximately $0.6 million that would no longer be utilized after the planned move later in fiscal year 2017. After taking into consideration the costs of disposal and estimated net funds from the sale of the equipment of approximately $0.1 million, we recorded a charge to impairments of approximately $0.5 million in the three months ended March 31, 2017. Also see Note 7 - Property, Plant and Equipment, net in the notes to the condensed consolidated financial statements for additional information.



25
Table of Contents

Operating (Loss) Income

Operating (loss) income represents revenue less the cost of revenue and direct operating expenses incurred. Operating (loss) income is a measure of profit and loss that executive management uses to assess performance and make decisions. As a percentage of revenue, our operating (loss) income was (21.1)% and 5.5% for the three months ended March 31, 2018 and 2017, respectively. The decrease in operating (loss) income as a percentage of revenue in the three months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in operating income in the three months ended March 31, 2018.


Other Income (Expense)

Interest Income, net
During the three months ended March 31, 2018 and 2017, we recorded $0.2 million and $0.1 million, respectively, of interest income earned on cash and cash equivalents balances, which was partially offset by interest expense and letter of credit fees related to our Credit Facility (defined in “Liquidity and Capital Resources” below). Interest income for the three months ended March 31, 2018 was higher than the amount reported in the same period in 2017 due to higher interest income earned on cash and cash equivalents balances.

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


Income Tax Expense

For the three months ended March 31, 2018, the Company recorded income tax benefit from continuing operations of approximately $0.2 million, and $0 of income tax benefit within income from discontinued operations. The income tax benefit is primarily due to the current period operating loss. See Note 10 - Income and Other Taxes in the notes to the condensed consolidated financial statements for additional disclosures.

For the three months ended March 31, 2017, the Company recorded income tax benefit from continuing operations of approximately $8,000 and $0 of income tax benefit within income from discontinued operations.

The Company’s Board of Directors has adopted a Tax Benefits Preservation Plan (the “Rights Plan”) to help preserve the value of our net operating losses and tax credit carryforwards by reducing the risk of limitation of these deferred tax assets. The Rights Plan was approved by the Company’s shareholders on March 10, 2015. On September 26, 2017, the Company extended the final expiration date of the rights contained therein from October 3, 2107 to October 3, 2018 (subject to earlier expiration as described in the Rights Plan), which extension was approved by the Company's shareholders at the Company's 2018 annual meeting of shareholders held on March 16, 2018. The Rights Plan is intended to reduce the likelihood that the Company will experience an ownership change for purposes of Internal Revenue Code Section 382 by discouraging any person or group from becoming a “5% shareholder” or increasing their ownership of the Company’s common stock if they are already a “5% shareholder.”


26
Table of Contents

Comparison of Financial Results for the Six Months Ended March 31, 2018 and 2017
(in thousands, except percentages)
For the six months ended March 31,
 
2018
 
2017
 
$ Change
 
% Change
Revenue
$
42,659

 
$
62,767

 
$
(20,108
)
 
(32.0)%
Cost of revenue
29,798

 
41,686

 
(11,888
)
 
(28.5)%
Gross profit
12,861

 
21,081

 
(8,220
)
 
(39.0)%
Operating expense:
 
 
 
 
 
 
 
Selling, general, and administrative
10,463

 
11,250

 
(787
)
 
(7.0)%
Research and development
7,100

 
5,340

 
1,760

 
33.0%
Impairments
—

 
468

 
(468
)
 
(100.0)%
Loss on sale of assets
39

 
—

 
39

 
N/A
Total operating expense
17,602

 
17,058

 
544

 
3.2%
Operating (loss) income
(4,741
)
 
4,023

 
(8,764
)
 
(217.8)%
Other income (expense):
 
 
 
 
 
 
 
Interest income, net
274

 
69

 
205

 
297.1%
Foreign exchange gain (loss)
812

 
(359
)
 
1,171

 
326.2%
Total other income (expense)
1,086

 
(290
)
 
1,376

 
474.5%
(Loss) income from continuing operations before income tax expense
(3,655
)
 
3,733

 
(7,388
)
 
(197.9)%
Income tax benefit (expense)
502

 
(112
)
 
614

 
548.2%
(Loss) income from continuing operations
(3,153
)
 
3,621

 
(6,774
)
 
(187.1)%
Loss from discontinued operations, net of tax
—

 
(16
)
 
16

 
100.0%
Net (loss) income
$
(3,153
)
 
$
3,605

 
$
(6,758
)
 
(187.5)%

Revenue

For the six months ended March 31, 2018, revenue decreased 32.0% compared to the same period in the prior year driven by lower sales volume of our CATV components and RFOG products primarily to U.S. customers partially offset by increases in revenue from our Chip Devices and Navigation Systems product lines. The decrease in CATV components is primarily the result of a significant customer experiencing a large inventory accumulation due to the consolidation of contract manufacturers' inventory in the U.S. and a portion of orders from other customers being received too late in the quarter to ship before the end of the quarter ended March 31, 2018.


Gross Profit

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

Consolidated gross margins were 30.1% and 33.6% for the six months ended March 31, 2018 and 2017, respectively.

Stock-based compensation expense within cost of revenue totaled approximately $0.3 million and $0.2 million during the six months ended March 31, 2018 and 2017, respectively.

For the six months ended March 31, 2018, gross profit decreased by 39.0% when compared to the same period in the prior year. The decrease in gross profit for the six months ended March 31, 2018 compared to the same period in 2017 was primarily due to lower sales and production volumes, resulting in lower operating leverage due to higher fixed manufacturing labor and expenses as a percentage of our revenues.


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Table of Contents


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

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

Stock-based compensation expense within SG&A totaled approximately $1.3 million and $1.1 million during the six months ended March 31, 2018 and 2017, respectively.

SG&A expense for the six months ended March 31, 2018 was lower than the amount reported in the same period in 2017 primarily due to lower compensation costs, severance and professional services expenses.

As a percentage of revenue, SG&A expenses were 24.5% and 17.9% for the six months ended March 31, 2018 and 2017, respectively. The increase in SG&A expense as a percentage of revenue in the six months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in revenues in the six months ended March 31, 2018.


Research and Development (“R&D”)

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

Stock-based compensation expense within R&D totaled approximately $0.3 million and $0.2 million during the six months ended March 31, 2018 and 2017, respectively.

R&D expense for the six months ended March 31, 2018 was higher than the amounts reported in the same period in 2017 primarily due to an increase in compensation costs and project spending, primarily in navigation systems.

As a percentage of revenue, R&D expenses were 16.6% and 8.5% for the six months ended March 31, 2018 and 2017, respectively. The increase in R&D expense as a percentage of revenue in the six months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in revenues and higher R&D expense in the six months ended March 31, 2018.


Impairments
In March 2017, in connection with our opening of a new manufacturing facility in China, we identified equipment with a net book value of approximately $0.6 million that would no longer be utilized after the planned move later in fiscal year 2017. After taking into consideration the costs of disposal and estimated net funds from the sale of the equipment of approximately $0.1 million, we recorded a charge to impairments of approximately $0.5 million in the six months ended March 31, 2017. Also see Note 7 - Property, Plant and Equipment, net in the notes to the condensed consolidated financial statements for additional information.


Operating (Loss) Income

Operating (loss) income represents revenue less the cost of revenue and direct operating expenses incurred. Operating (loss) income is a measure of profit and loss that executive management uses to assess performance and make decisions. As a percentage of revenue, our operating (loss) income was (11.1)% and 6.5% for the six months ended March 31, 2018 and 2017, respectively. The decrease in operating (loss) income as a percentage of revenue in the six months ended March 31, 2018 compared to the same period in 2017 is due to the decrease in operating income in the six months ended March 31, 2018.



28
Table of Contents

Other Income (Expense)

Interest Income, net
During the six months ended March 31, 2018 and 2017, we recorded $0.4 million and $0.1 million, respectively, of interest income earned on cash and cash equivalents balances, which was partially offset by interest expense and letter of credit fees related to our Credit Facility. Interest income for the six months ended March 31, 2018 was higher than the amount reported in the same period in 2017 due to higher interest income earned on cash and cash equivalents balances.

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


Income Tax Expense

For the six months ended March 31, 2018, the Company recorded income tax benefit from continuing operations of approximately $0.5 million, and $0 of income tax benefit within income from discontinued operations. The income tax benefit is primarily comprised of the effect of recent changes in tax laws in December 2017 that eliminates Alternative Minimum Taxes. See Note 10 - Income and Other Taxes in the notes to the condensed consolidated financial statements for additional disclosures.

For the six months ended March 31, 2017, the Company recorded income tax expense from continuing operations of approximately $0.1 million and $0 of income tax benefit within income from discontinued operations.

The Company’s Board of Directors has adopted a Tax Benefits Preservation Plan (the “Rights Plan”) to help preserve the value of our net operating losses and tax credit carryforwards by reducing the risk of limitation of these deferred tax assets. The Rights Plan was approved by the Company’s shareholders on March 10, 2015. On September 26, 2017, the Company extended the final expiration date of the rights contained therein from October 3, 2107 to October 3, 2018 (subject to earlier expiration as described in the Rights Plan), which extension was approved by the Company's shareholders at the Company's 2018 annual meeting of shareholders on March 16, 2018. The Rights Plan is intended to reduce the likelihood that the Company will experience an ownership change for purposes of Internal Revenue Code Section 382 by discouraging any person or group from becoming a “5% shareholder” or increasing their ownership of the Company’s common stock if they are already a “5% shareholder.”


Order Backlog

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

Liquidity and Capital Resources

Other than the fiscal year ended September 30, 2017, in recent years we have historically consumed cash from operations and, until recently, in most periods we have incurred operating losses from continuing operations. We have managed our liquidity position through the sale of assets and cost reduction initiatives, as well as, from time to time in prior periods, borrowings from our Credit Facility (defined below) and capital markets transactions.

As of March 31, 2018, cash and cash equivalents totaled $65.5 million and net working capital totaled approximately $100.5 million. Net working capital, calculated as current assets minus current liabilities, is a financial metric we use which represents available operating liquidity. With respect to measures related to liquidity:

•
Mirasol Settlements: In January 2017, we entered into an agreement to settle all outstanding claims of the Mirasol class action lawsuit for $0.3 million and the wrongful termination lawsuit for $50,000 and recorded a charge during the three months ended December 31, 2016 of $0.2 million. We currently expect to pay the settlement amount in the quarter ending June 30, 2018. See Note 11- Commitments and Contingencies.

29
Table of Contents


•
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 through November 2018 that can be used for working capital requirements, letters of credit, and other general corporate purposes. The Credit Facility is secured by the Company's assets and is subject to a borrowing base formula based on the Company's eligible accounts receivable, inventory, and machinery and equipment accounts. See Note 9 - Credit Facilities in the notes to the condensed consolidated financial statements for additional disclosures. As of April 30, 2018, there was no outstanding balance under this Credit Facility, $0.5 million reserved for one outstanding stand-by letter of credit and $7.2 million available for borrowing.

We believe that our existing balances of cash and cash equivalents, cash flows from operations and amounts expected to be available under our Credit Facility will provide us with sufficient financial resources to meet our cash requirements for operations, working capital, and capital expenditures for at least the next twelve months, and thereafter for the foreseeable future. At the discretion of our Board, we may use our existing balances of cash and cash equivalents to provide liquidity to our shareholders through one or more additional special dividends or the repurchase of additional shares of our outstanding common stock, make investments in our other businesses, pursue other strategic opportunities or a combination thereof. In addition, should we require more capital than what is generated by our operations, for example to fund significant discretionary activities, such as business acquisitions, we could elect to raise capital in the U.S. through debt or equity issuances. These alternatives could result in higher effective tax rates, increased interest expense, and/or dilution of our earnings. We have borrowed funds in the past and continue to believe we have the ability to do so at reasonable interest rates.

Cash Flow

The Condensed Consolidated Statements of Cash Flows for the six months ended March 31, 2018 and 2017
reflects cash flows from both the continuing and discontinued operations of the Company.

Net Cash Provided By Operating Activities

Operating Activities
(in thousands, except percentages)
For the six months ended March 31,
 
2018
 
2017
 
$ Change
 
% Change
Net cash provided by operating activities
$
85

 
$
7,783

 
$
(7,698
)
 
(98.9)%

Fiscal 2018:
For the six months ended March 31, 2018, our operating activities provided cash of $0.1 million primarily due to depreciation and amortization expense of $2.6 million, stock-based compensation expense of $1.8 million, warranty provision of $0.3 million and loss on disposal of equipment of $39,000 partially offset by our net loss of $3.2 million and changes in our operating assets and liabilities (or working capital components, which includes non-current inventory) of $1.0 million. The change in our operating assets and liabilities was primarily the result of an increase in other assets of $2.8 million and a decrease in accounts payable of approximately $4.9 million partially offset by a decrease in accounts receivable of $4.4 million and inventory of $2.0 million and an increase in other liabilities of $0.3 million.

Fiscal 2017:
For the six months ended March 31, 2017, our operating activities provided cash of $7.8 million primarily due to our net income of $3.6 million, depreciation, amortization and accretion expense of $1.7 million, stock-based compensation expense of $1.6 million, other changes of $0.6 million, impairment charge of $0.5 million and warranty provision of $0.3 million, partially offset by a change in our operating assets and liabilities (or working capital components, which includes non-current inventory) of $0.4 million. The change in our operating assets and liabilities was primarily the result of an increase in accounts payable of approximately $1.5 million, accrued expenses and other liabilities of $1.0 million and a decrease in accounts receivable of $1.0 million partially offset by an increase in inventory of $2.4 million and other assets of $1.6 million.


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Table of Contents

Working Capital Components:

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

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

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

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


Net Cash Used In Investing Activities

Investing Activities
(in thousands, except percentages)
For the six months ended March 31,
 
2018
 
2017
 
$ Change
 
% Change
Net cash used in investing activities
$
(2,658
)
 
$
(4,567
)
 
$
1,909

 
41.8%

Fiscal 2018:
For the six months ended March 31, 2018, our investing activities used $2.7 million of cash for capital related expenditures of $2.7 million partially offset by cash proceeds from the disposal of equipment of $0.1 million.

Fiscal 2017:
For the six months ended March 31, 2017, our investing activities used $4.6 million of cash for capital related expenditures.


Net Cash (Used In) Provided By Financing Activities

    
Financing Activities
(in thousands, except percentages)
For the six months ended March 31,
 
2018
 
2017
 
$ Change
 
% Change
Net cash (used in) provided by financing activities
$
(697
)
 
$
779

 
$
(1,476
)
 
(189.5)%

Fiscal 2018:
For the six months ended March 31, 2018, our financing activities used cash of $0.7 million primarily for tax withholding paid on behalf of employees for stock-based awards of $1.1 million partially offset by proceeds from stock plan transactions of $0.4 million.

Fiscal 2017:
For the six months ended March 31, 2017, our financing activities provided cash of $0.8 million from proceeds from stock plan transactions.


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Contractual Obligations and Commitments

Our contractual obligations and commitments for the remainder of fiscal 2018 and over the next five fiscal years are summarized in the table below:
(in thousands)
 
 
 
 
Total
 
Less than 1 year
 
1 to 3 years
 
4 to 5 years
 
Over 5 years
Purchase obligations
$
13,381

 
$
13,244

 
$
137

 
$
—

 
$
—

Asset retirement obligations
1,860

 
—

 
40

 
59

 
1,761

Operating lease obligations
3,910

 
422

 
1,592

 
1,254

 
642

Total contractual obligations and commitments
$
19,151

 
$
13,666

 
$
1,769

 
$
1,313

 
$
2,403


Interest payments are not included in the contractual obligations and commitments table above since they are insignificant to our consolidated results of operations.

The contractual obligations and commitments table above also excludes unrecognized tax benefits because we are unable to reasonably estimate the period during which this obligation may be incurred, if at all. As of March 31, 2018, we had unrecognized tax benefits of $0.4 million.

Purchase Obligations
Our purchase obligations represent agreements to purchase goods or services that are enforceable and legally binding, that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transactions.

Asset Retirement Obligations
We have known conditional ARO conditions, such as certain asset decommissioning and restoration of rented facilities to be performed in the future. Our ARO includes assumptions related to renewal option periods where we expect to extend facility lease terms. Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing of settling the ARO. See Note 11 - Commitments and Contingencies in the notes to the condensed consolidated financial statements for additional information related to our ARO's.

Operating Leases
Operating leases include non-cancelable terms and exclude renewal option periods, property taxes, insurance and maintenance expenses on leased properties. See Note 11 - Commitments and Contingencies in the notes to the condensed consolidated financial statements for additional information related to our operating lease obligations.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. If these estimates differ significantly from actual results, the impact to the condensed consolidated financial statements may be material. There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the year ended September 30, 2017. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2017 for a discussion of our critical accounting policies and estimates.


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Table of Contents

Geographical Information

See Note 13- Geographical Information in the notes to the condensed consolidated financial statements for disclosures related to geographic revenue and significant customers.

Recent Accounting Pronouncements

See Note 2 - Recent Accounting Pronouncements in the notes to the condensed consolidated financial statements for disclosures related to recent accounting pronouncements.

Restructuring Accruals

See Note 8 - Accrued Expenses and Other Current Liabilities in the notes to the condensed consolidated financial statements for disclosures related to our severance and restructuring-related accrual accounts.

ITEM 3.    Quantitative and Qualitative Disclosures about Market Risks

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

Foreign Currency Exchange Risks

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

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

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

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

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


Interest Rate Risks

On November 11, 2010, we entered into a Credit Facility with Wells Fargo Bank, N.A.. The Credit Facility, as it has been amended through its ninth amendment, currently provides us with a revolving credit of up to $15.0 million through November 2018 that can be used for working capital requirements, letters of credit, and other general corporate purposes. The Credit Facility is secured by the Company's assets and is subject to a borrowing base formula based on the Company's eligible accounts receivable, inventory, and machinery and equipment accounts. See Note 9 - Credit Facilities for additional information related to our bank Credit Facility. As of March 31, 2018, we had no borrowings outstanding under our Credit Facility. As of March 31, 2018, the Credit Facility had $0.5 million reserved for one outstanding stand-by letter of credit, leaving a remaining $7.2 million borrowing availability balance under this Credit Facility. As of April 30, 2018, there was no outstanding balance under the Credit Facility, $0.5 million reserved for one outstanding stand-by letter of credit and $7.2 million available for borrowing.


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Table of Contents

We monitor our interest rate risk on cash balances primarily through cash flow forecasting. Cash that is surplus to immediate requirements is invested in short-term deposits with banks accessible with short notice and invested in money market accounts. We believe our current interest rate risk is immaterial.


Inflation Risks

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


Credit Market Conditions

The U.S. and global capital markets have periodically experienced turbulent conditions, particularly in the credit markets, as evidenced by tightening of lending standards, reduced availability of credit, and reductions in certain asset values. This could impact our ability to obtain additional funding through financing or asset sales.

ITEM 4.    Controls and Procedures

a.    Evaluation of Disclosure Controls and Procedures

Our management, with the participation of its Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer and Accounting Officer), evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2018. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

b.    Changes in Internal Control over Financial Reporting

There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.


34

PART II.    Other Information

ITEM 1.    Legal Proceedings

See the disclosures under the caption “Legal Proceedings” in Note 11 - Commitments and Contingencies in the notes to our condensed consolidated financial statements for disclosures related to our legal proceedings, which disclosures are incorporated herein by reference.

ITEM 1A.    Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2017, which could materially affect our business, financial condition or future results. We do not believe the Company's risks have changed materially since we filed our Annual Report on Form 10-K on December 6, 2017. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

ITEM 3.    Defaults Upon Senior Securities

Not Applicable.

ITEM 4.    Mine Safety Disclosures

Not Applicable.

ITEM 5.    Other Information

Not Applicable.

ITEM 6.    Exhibits and Financial Statement Schedules

3.1
3.2
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.
_________


35

** Filed herewith
*** Furnished herewith


36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
EMCORE CORPORATION
 
 
 
 
Date:
May 3, 2018
By:
/s/ Jeffrey Rittichier
 
 
 
Jeffrey Rittichier
 
 
 
Chief Executive Officer
(Principal Executive Officer)
 
 
 
 
 
 
 
 
Date:
May 3, 2018
By:
/s/ Jikun Kim
 
 
 
Jikun Kim
 
 
 
Chief Financial Officer
(Principal Financial and Accounting Officer)


37