EMCORE (EMKR) - 2019 Q1 - Quarterly Report

Part I: Financial Information ITEM 1. Financial Statements (Unaudited) Presents EMCORE Corporation's unaudited condensed consolidated financial statements and notes for Q4 2018 Condensed Consolidated Statements of Operations and Comprehensive Loss Condensed Consolidated Statements of Operations and Comprehensive Loss (Three Months Ended December 31, in thousands) | Metric (in thousands) | 2018 | 2017 | | :-------------------- | :-------- | :-------- | | Revenue | $24,001 | $24,036 | | Gross Profit | $5,808 | $7,914 | | Operating Loss | $(5,804) | $(812) | | Net Loss | $(5,538) | $(82) | | Comprehensive (Loss) Income | $(5,524) | $171 | | Net Loss Per Basic Share | $(0.20) | $(0.00) | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (as of, in thousands) | Metric (in thousands) | December 31, 2018 | September 30, 2018 | | :-------------------- | :---------------- | :----------------- | | Cash and cash equivalents | $57,284 | $63,117 | | Total current assets | $109,374 | $116,050 | | Total assets | $129,991 | $135,898 | | Total current liabilities | $26,523 | $27,202 | | Total liabilities | $28,435 | $29,093 | | Total shareholders' equity | $101,556 | $106,805 | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Three Months Ended December 31, in thousands) | Metric (in thousands) | 2018 | 2017 | | :-------------------- | :-------- | :-------- | | Net cash used in operating activities | $(2,869) | $(1,955) |\n| Net cash used in investing activities | $(2,878) | $(1,873) |\n| Net cash used in financing activities | $(150) | $(708) |\n| Net decrease in cash, cash equivalents and restricted cash | $(5,900) | $(4,521) |\n| Cash, cash equivalents and restricted cash at end of period | $57,295 | $64,233 | Notes to our Condensed Consolidated Financial Statements NOTE 1. Description of Business EMCORE provides advanced Mixed-Signal Optics for communications, aerospace, and defense markets - EMCORE specializes in advanced Mixed-Signal Optics products for broadband communications and fiber optic gyros/inertial sensors for aerospace and defense markets20 - The company operates as a single reporting segment, Fiber Optics, which includes Broadband (CATV, RFoG, satellite/microwave, wireless), Chip Devices, and Navigation Systems product lines21 NOTE 2. Recent Accounting Pronouncements Details adoption of new accounting standards (Topic 606, ASU 2017-09, ASU 2016-01) and upcoming standards - Adopted Topic 606, Revenue from Contracts with Customers, effective October 1, 2018, using the modified retrospective method with no significant cumulative impact to accumulated deficit2324 - Adopted ASU 2017-09 (Stock Compensation) and ASU 2016-01 (Financial Instruments) effective October 1, 2018, with no impact on the condensed consolidated financial statements2627 - Evaluating the impact of ASU 2016-13 (Credit Losses) effective October 1, 2020, and ASU 2016-02 (Leases) effective October 1, 2019282930 NOTE 3. Summary of Significant Accounting Policies Outlines key accounting policies for revenue recognition, receivables, performance obligations, and product warranty - Revenue from product sales is recognized when the customer obtains control, typically upon shipment, with shipping and handling activities accounted for as fulfillment costs33 - Remaining performance obligations totaled $4.3 million as of December 31, 2018, with approximately 84% expected to be recognized over the next year39 Revenue by Major Product Category (Three Months Ended December 31, in thousands) | Product Line | 2018 Revenue | % of Revenue (2018) | 2017 Revenue | % of Revenue (2017) | | :------------- | :----------- | :------------------ | :----------- | :------------------ | | Broadband | $17,327 | 72% | $20,866 | 87% | | Chips | $4,215 | 18% | $2,151 | 9% | | Navigation | $2,459 | 10% | $1,019 | 4% | | Total Revenue | $24,001 | 100% | $24,036 | 100% | NOTE 4. Cash, Cash Equivalents and Restricted Cash Reconciles cash, cash equivalents, and restricted cash, noting legal or contractual restrictions Cash, Cash Equivalents and Restricted Cash Reconciliation (in thousands) | Category | December 31, 2018 | September 30, 2018 | December 31, 2017 | | :--------- | :---------------- | :----------------- | :---------------- | | Cash | $2,619 | $2,965 | $3,769 | | Cash equivalents | $54,665 | $60,152 | $60,431 | | Restricted cash | $11 | $78 | $33 | | Total | $57,295 | $63,195 | $64,233 | NOTE 5. Fair Value Accounting Explains the three-level fair value hierarchy, with most financial instruments measured at Level 1 - Fair value measurements are classified into a hierarchy of three levels: Level 1 (unadjusted quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)454647 - Cash, cash equivalents, restricted cash, accounts receivable, other current assets, and accounts payable approximate fair value and are based on Level 1 measurements due to their short maturity4849 NOTE 6. Accounts Receivable Details accounts receivable components, including gross receivables and allowance for doubtful accounts Accounts Receivable, Net (in thousands) | Category | December 31, 2018 | September 30, 2018 | | :--------- | :---------------- | :----------------- | | Accounts receivable, gross | $18,684 | $19,823 | | Allowance for doubtful accounts | $(322) | $(548) | | Accounts receivable, net | $18,362 | $19,275 | Allowance for Doubtful Accounts Changes (Three Months Ended December 31, in thousands) | Category | 2018 | 2017 | | :--------- | :--- | :--- | | Balance at beginning of period | $548 | $22 | | Provision adjustment - expense, net of recoveries | — | $17 | | Write-offs and other adjustments - deductions to receivable balances | $(226) | — | | Balance at end of period | $322 | $39 | NOTE 7. Inventory Presents inventory breakdown and a $0.4 million reserve on non-current inventory due to declining demand Inventory Components (in thousands) | Category | December 31, 2018 | September 30, 2018 | | :--------- | :---------------- | :----------------- | | Raw materials | $11,951 | $11,857 | | Work in-process | $5,515 | $5,402 | | Finished goods | $4,415 | $5,024 | | Inventory balance at end of period | $21,881 | $22,283 | | Current portion | $20,466 | $20,850 | | Non-Current portion | $1,415 | $1,433 | - A $0.4 million reserve was recorded on non-current inventory during the three months ended December 31, 2018, due to a decline in sales and future demand54 NOTE 8. Property, Plant, and Equipment, net Lists components of property, plant, and equipment, net, which increased to $19.1 million due to construction Property, Plant, and Equipment, Net Components (in thousands) | Category | December 31, 2018 | September 30, 2018 | | :--------- | :---------------- | :----------------- | | Equipment | $37,025 | $36,625 | | Furniture and fixtures | $1,109 | $1,109 | | Computer hardware and software | $2,934 | $2,928 | | Leasehold improvements | $2,089 | $2,049 | | Construction in progress | $5,683 | $3,648 | | Property, plant, and equipment, gross | $48,840 | $46,359 | | Accumulated depreciation | $(29,752) | $(28,143) | | Property, plant, and equipment, net | $19,088 | $18,216 | NOTE 9. Accrued Expenses and Other Current Liabilities Itemizes accrued expenses and other current liabilities, including severance and a CFO separation charge Accrued Expenses and Other Current Liabilities Components (in thousands) | Category | December 31, 2018 | September 30, 2018 | | :--------- | :---------------- | :----------------- | | Compensation | $2,826 | $3,065 | | Warranty | $652 | $642 | | Professional fees | $1,095 | $604 | | Customer deposits | $285 | $22 | | Deferred revenue | $474 | $368 | | Income and other taxes | $9,311 | $7,593 | | Severance and restructuring accruals | $85 | $82 | | Other | $1,280 | $1,829 | | Total | $16,008 | $14,205 | - A charge of approximately $0.1 million was recorded in the three months ended December 31, 2018, related to the separation agreement with the former Chief Financial Officer58 Severance and Restructuring Accruals (in thousands) | Category | Severance-related accruals | Restructuring-related accruals | Total | | :--------- | :------------------------- | :----------------------------- | :---- | | Balance as of September 30, 2018 | $7 | $75 | $82 | | Expense - charged to accrual | $57 | — | $57 | | Payments and accrual adjustments | $(13) | $(41) | $(54) | | Balance as of December 31, 2018 | $51 | $34 | $85 | Product Warranty Accruals (Three Months Ended December 31, in thousands) | Category | 2018 | 2017 | | :--------- | :--- | :--- | | Balance at beginning of period | $642 | $684 | | Provision for product warranty - expense | $56 | $58 | | Adjustments and utilization of warranty accrual | $(46) | $(29) | | Balance at end of period | $652 | $713 | NOTE 10. Credit Facilities Describes the $15.0 million revolving credit facility with Wells Fargo, extended to November 2021, with $5.5 million available - The Credit Facility with Wells Fargo Bank, N.A. provides a revolving credit line of up to $15.0 million, extended to November 202162 - As of December 31, 2018, there were no amounts outstanding under the Credit Facility, with approximately $0.5 million reserved for a stand-by letter of credit and $5.5 million available for borrowing63 NOTE 11. Income and Other Taxes Discusses income tax expense/benefit, reporting a $15 thousand expense for Q4 2018 due to state minimum tax Income Tax (Expense) Benefit (Three Months Ended December 31, in thousands) | Metric | 2018 | 2017 | | :------- | :--- | :--- | | Income tax (expense) benefit | $(15) | $333 | - The effective tax rate on continuing operations was 0% for the three months ended December 31, 2018, primarily due to operating loss and state minimum tax expense, compared to (80.2)% in the prior year due to the Tax Act65 - All deferred tax assets have a full valuation allowance as of December 31, 201868 NOTE 12. Commitments and Contingencies Outlines operating lease obligations, asset retirement obligations, indemnifications, and legal proceedings - Operating lease expense was approximately $0.3 million for both the three months ended December 31, 2018, and 201770 - Asset Retirement Obligation (ARO) liability was $1.8 million for the Alhambra facility and $0.1 million for the Beijing facility as of December 31, 20187375 - The company is involved in an arbitration with Phoenix Navigation Components, LLC concerning breach of contract, trade secrets, and patent claims, with hearings scheduled through July 201980 NOTE 13. Equity Details equity incentive plans (stock options, RSUs, PSUs), related compensation expenses, and 401(k)/ESPP Stock Option Activity (Three Months Ended December 31, 2018) | Category | Number of Shares | Weighted Average Exercise Price | | :--------- | :--------------- | :------------------------------ | | Outstanding as of September 30, 2018 | 69,980 | $4.74 | | Forfeited | (52) | $3.97 | | Expired | (1,267) | $5.21 | | Outstanding as of December 31, 2018 | 68,661 | $4.73 | | Exercisable as of December 31, 2018 | 47,122 | $4.77 | Restricted Stock Activity (RSUs and RSAs) (Three Months Ended December 31, 2018) | Category | Restricted Stock Units (Number of Shares) | Weighted Average Grant Date Fair Value (RSUs) | Restricted Stock Awards (Number of Shares) | Weighted Average Grant Date Fair Value (RSAs) | | :--------- | :---------------------------------------- | :-------------------------------------------- | :----------------------------------------- | :-------------------------------------------- | | Non-vested as of September 30, 2018 | 1,011,621 | $6.04 | 8,154 | $8.20 | | Granted | 10,000 | $4.48 | — | $0.00 | | Vested | (93,422) | $6.84 | — | $0.00 | | Forfeited | (117,108) | $4.73 | — | $0.00 | | Non-vested as of December 31, 2018 | 811,091 | $6.12 | 8,154 | $8.20 | Performance Stock Activity (PSUs and PRSAs) (Three Months Ended December 31, 2018) | Category | Performance Stock Units (Number of Shares at Target) | Weighted Average Grant Date Fair Value (PSUs) | Performance Stock Awards (Number of Shares at Target) | Weighted Average Grant Date Fair Value (PRSAs) | | :--------- | :--------------------------------------------------- | :-------------------------------------------- | :---------------------------------------------------- | :--------------------------------------------- | | Non-vested as of September 30, 2018 | 397,777 | $8.48 | 33,333 | $12.25 | | Granted | — | $0.00 | — | $0.00 | | Vested | (30,874) | $7.14 | — | $0.00 | | Forfeited | (132,579) | $7.24 | — | $0.00 | | Non-vested as of December 31, 2018 | 234,324 | $9.35 | 33,333 | $12.25 | Stock-based Compensation Expense (Three Months Ended December 31, in thousands) | Expense Type | 2018 | 2017 | | :------------- | :--- | :--- | | Employee stock options | $7 | $10 | | Restricted stock units and awards | $386 | $451 | | Performance stock units and awards | $(60) | $289 | | Employee stock purchase plan | $40 | $86 | | Outside director equity awards and fees in common stock | $52 | $79 | | Total stock-based compensation expense | $425 | $915 | | Expense Type | 2018 | 2017 | | :------------- | :--- | :--- | | Cost of revenue | $111 | $139 | | Selling, general, and administrative | $159 | $638 | | Research and development | $155 | $138 | | Total stock-based compensation expense | $425 | $915 | Basic and Diluted Net Loss Per Share (Three Months Ended December 31, in thousands, except per share) | Metric | 2018 | 2017 | | :------- | :--- | :--- | | Loss from continuing operations | $(5,538) | $(82) | | Denominator for basic and fully diluted net loss per share - weighted average shares outstanding | 27,534 | 27,032 | | Net loss per basic and fully diluted share | $(0.20) | $— | Common Stock Reserved for Future Issuances (as of December 31, 2018) | Category | Number of Common Stock Shares Available | | :--------- | :-------------------------------------- | | Exercise of outstanding stock options | 68,661 | | Unvested restricted stock units | 811,091 | | Unvested performance stock units and awards (at 200% maximum payout) | 535,314 | | Purchases under the employee stock purchase plan | 740,558 | | Issuance of stock-based awards under the Equity Plans | 1,879,160 | | Purchases under the officer and director share purchase plan | 88,741 | | Total reserved | 4,123,525 | NOTE 14. Geographical Information Provides revenue breakdown by region, identifies significant customers, and specifies long-lived asset locations Revenue by Geographic Region (Three Months Ended December 31, in thousands) | Region | 2018 Revenue | 2017 Revenue | | :------- | :----------- | :----------- | | United States and Canada | $18,576 | $20,079 | | Asia | $4,045 | $2,657 | | Europe | $1,266 | $1,227 | | Other | $114 | $73 | | Total Revenue | $24,001 | $24,036 | - Revenue from four significant customers represented 74% of consolidated revenue for the three months ended December 31, 2018, compared to 63% from two customers in the prior year110 - Approximately 65% of long-lived assets were located in the United States as of December 31, 2018, with the remaining primarily in China111 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operation Provides an overview of EMCORE's business, compares Q4 2018 and 2017 financial results, and assesses liquidity Business Overview - EMCORE Corporation is a leading provider of advanced Mixed-Signal Optics products for communications systems and aerospace and defense markets, leveraging its specialized expertise in the optics industry114 Results of Operations Consolidated Statements of Operations Data as a Percentage of Revenue (Three Months Ended December 31) | Metric | 2018 (%) | 2017 (%) | | :------- | :------- | :------- | | Revenue | 100.0 | 100.0 | | Cost of revenue | 75.8 | 67.1 | | Gross profit | 24.2 | 32.9 | | Selling, general, and administrative | 31.6 | 20.0 | | Research and development | 16.8 | 15.8 | | Total operating expense | 48.4 | 36.3 | | Operating loss | (24.2) | (3.4) | | Total other income | 1.2 | 1.7 | | Loss before income tax (expense) benefit | (23.0) | (1.7) | | Income tax (expense) benefit | (0.1) | 1.4 | | Net loss | (23.1) | (0.3) | Comparison of Financial Results (Three Months Ended December 31, in thousands, except percentages) | Metric | 2018 | 2017 | $ Change | % Change | | :------- | :-------- | :-------- | :-------- | :-------- | | Revenue | $24,001 | $24,036 | $(35) | (0.1)% | | Cost of revenue | $18,193 | $16,122 | $2,071 | 12.8% | | Gross profit | $5,808 | $7,914 | $(2,106) | (26.6)% | | Selling, general, and administrative | $7,593 | $4,819 | $2,774 | 57.6% | | Research and development | $4,019 | $3,800 | $219 | 5.8% | | Total operating expense | $11,612 | $8,726 | $2,886 | 33.1% | | Operating loss | $(5,804) | $(812) | $(4,992) | (614.8)% |\n| Total other income | $281 | $397 | $(116) | (29.2)% |\n| Loss before income tax (expense) benefit | $(5,523) | $(415) | $(5,108) | (1,230.8)%|\n| Income tax (expense) benefit | $(15) | $333 | $(348) | (104.5)% |\n| Net loss | $(5,538) | $(82) | $(5,456) | (6,653.7)%| Revenue - Revenue slightly decreased by 0.1% for the three months ended December 31, 2018, compared to the prior year, primarily due to lower sales volume of CATV systems and components, partially offset by increases in Chip Devices, RFoG products, and Navigation Systems118 Gross Profit - Consolidated gross margins decreased from 32.9% in 2017 to 24.2% in 2018120 - Gross profit decreased by 26.6% YoY, primarily due to sales of lower margin products and a $0.4 million reserve on non-current inventory121 Selling, General and Administrative ("SG&A") - SG&A expense increased by 57.6% YoY, primarily due to higher professional fees related to litigation proceedings with Phoenix Navigation Components, LLC and strategic planning expenses124 - As a percentage of revenue, SG&A expenses increased from 20.0% in 2017 to 31.6% in 2018125 Research and Development ("R&D") - R&D expense increased by 5.8% YoY, primarily due to higher compensation costs and project spending, particularly in navigation systems127 - As a percentage of revenue, R&D expenses increased from 15.8% in 2017 to 16.7% in 2018128 Operating Loss - Operating loss significantly increased by 614.8% YoY, from $(812) thousand in 2017 to $(5,804) thousand in 2018, primarily due to the decline in gross profit and increase in SG&A expense116129 - As a percentage of revenue, operating loss increased from (3.4)% in 2017 to (24.2)% in 2018129 Other Income - Total other income decreased by 29.2% YoY, mainly due to a significant decrease in foreign exchange gain (from $286 thousand to $14 thousand), partially offset by higher interest income116130131 Income Tax Benefit (Expense) - The company recorded an income tax expense of $15 thousand for the three months ended December 31, 2018, compared to an income tax benefit of $0.3 million in the prior year, which was primarily due to the Tax Cuts and Jobs Act133 Order Backlog - Order backlog is not necessarily indicative of actual revenue or future order levels due to short lead times and susceptibility to revision or cancellation134 Liquidity and Capital Resources Key Liquidity Metrics (as of December 31, 2018, in thousands) | Metric | Amount | | :------- | :----- | | Cash and cash equivalents | $57,300 | | Net working capital | $82,900 | - The company believes its existing cash, cash equivalents, cash flows from operations, and available amounts under its Credit Facility will provide sufficient financial resources for at least the next twelve months137 - As of January 31, 2019, the Credit Facility had $5.5 million available for borrowing136 Cash Flow Net Cash Used in Operating Activities (Three Months Ended December 31, in thousands, except percentages) | Metric | 2018 | 2017 | $ Change | % Change | | :------- | :--- | :--- | :------- | :------- | | Net cash used in operating activities | $(2,869) | $(1,955) | $(914) | (46.8)% | Net Cash Used In Operating Activities - Net cash used in operating activities increased by 46.8% YoY to $2.9 million for the three months ended December 31, 2018, primarily due to a net loss of $5.5 million, partially offset by changes in operating assets and liabilities139145 Working Capital Components - In Q1 FY2019, accounts receivable decreased by $0.9 million, inventory decreased by $0.4 million, and accounts payable decreased by $2.1 million139 Net Cash Used In Investing Activities Net Cash Used in Investing Activities (Three Months Ended December 31, in thousands, except percentages) | Metric | 2018 | 2017 | $ Change | % Change | | :------- | :--- | :--- | :------- | :------- | | Net cash used in investing activities | $(2,878) | $(1,873) | $(1,005) | (53.7)% | - Net cash used in investing activities increased by 53.7% YoY to $2.9 million, primarily due to capital expenditures for the wafer fabrication facility147 Net Cash Used In Financing Activities Net Cash Used in Financing Activities (Three Months Ended December 31, in thousands, except percentages) | Metric | 2018 | 2017 | $ Change | % Change | | :------- | :--- | :--- | :------- | :------- | | Net cash used in financing activities | $(150) | $(708) | $558 | 78.8% | - Net cash used in financing activities decreased by 78.8% YoY to $0.2 million, mainly due to lower tax withholding paid on behalf of employees for stock-based awards149150 Contractual Obligations and Commitments Contractual Obligations and Commitments (as of December 31, 2018, in thousands) | Type | Total | Less than 1 year | 1 to 3 years | 4 to 5 years | Over 5 years | | :----- | :---- | :--------------- | :----------- | :----------- | :----------- | | Purchase obligations | $30,860 | $30,414 | $307 | $139 | $— | | Asset retirement obligations | $2,192 | $40 | $— | $2,152 | $— | | Operating lease obligations | $3,272 | $587 | $1,425 | $1,260 | $— | | Total contractual obligations and commitments | $36,324 | $31,041 | $1,732 | $3,551 | $— | Purchase Obligations - Total purchase obligations were $30.9 million as of December 31, 2018, with $30.4 million due within one year151154 Asset Retirement Obligations - Total Asset Retirement Obligations (AROs) were $2.2 million as of December 31, 2018, with $40 thousand due within one year and the remainder over 4-5 years151155 Operating Leases - Total operating lease obligations were $3.3 million as of December 31, 2018, with $0.6 million due within one year151156 Off-Balance Sheet Arrangements - The company does not have any material off-balance sheet arrangements other than its operating leases157 Critical Accounting Policies and Estimates - There have been no material changes in critical accounting policies and estimates from those disclosed in the Annual Report on Form 10-K for the year ended September 30, 2018158 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk Outlines EMCORE's exposure to foreign currency, interest rate, inflation, and credit market risks Foreign Currency Exchange Risks - The company is exposed to foreign currency exchange risks due to fluctuations in the Yuan Renminbi relative to the U.S. dollar, with translation adjustments recorded as accumulated other comprehensive income161162 - Natural offsets in receipts and disbursements within the applicable currency are used as the primary means of reducing foreign currency risk; the company does not currently hedge its foreign currency exposure164165 Interest Rate Risks - The company monitors interest rate risk on cash balances through cash flow forecasting and invests surplus cash in short-term deposits and money market accounts, believing its current interest rate risk is immaterial166 Inflation Risks - Inflationary factors, such as increases in material costs and operating expenses, may adversely affect results if product sales prices do not proportionately increase167 Credit Market Conditions - Turbulent credit market conditions, characterized by tightening lending standards and reduced credit availability, could impact the company's ability to obtain additional funding168 ITEM 4. Controls and Procedures Confirms effectiveness of disclosure controls and procedures as of December 31, 2018, with no material changes - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2018170 - There were no changes in the company's internal control over financial reporting during the quarter ended December 31, 2018, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting171 Part II: Other Information ITEM 1. Legal Proceedings Refers to detailed disclosures regarding legal proceedings, claims, and litigation in Note 12 - Disclosures related to legal proceedings are incorporated by reference from Note 12 - Commitments and Contingencies in the condensed consolidated financial statements175 ITEM 1A. Risk Factors Directs readers to comprehensive risk factors in the Annual Report on Form 10-K, noting no material changes - Readers should consider risk factors discussed in Part I, Item 1A, 'Risk Factors' in the Annual Report on Form 10-K for the fiscal year ended September 30, 2018176 - The company does not believe its risks have changed materially since filing its Annual Report on Form 10-K on December 4, 2018176 ITEM 6. Exhibits Lists exhibits filed with the report, including corporate documents and equity plans, some correcting hyperlinks - Exhibits 2.1 through 10.17, previously included in the Annual Report on Form 10-K for the year ended September 30, 2018, are included to correct non-functioning hyperlinks177 SIGNATURES Contains official signatures of EMCORE Corporation's CEO and Interim Principal Financial Officer - The report is signed by Jeffrey Rittichier, Chief Executive Officer, and Mark A. Gordon, Interim Principal Financial and Accounting Officer, on February 6, 2019189