x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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New Jersey
(State or other jurisdiction of incorporation or organization)
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22-2746503
(I.R.S. Employer Identification No.)
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2015 W. Chestnut Street, Alhambra, California, 91803
(Address of principal executive offices) (Zip Code)
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Page
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For the three months ended March 31,
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For the six months ended March 31,
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||||||||||||
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2016
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2015
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|
2016
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|
2015
|
||||||||
Revenue
|
$
|
21,532
|
|
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$
|
19,057
|
|
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$
|
44,022
|
|
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$
|
37,473
|
|
Cost of revenue
|
14,510
|
|
|
12,678
|
|
|
29,599
|
|
|
25,915
|
|
||||
Gross profit
|
7,022
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|
|
6,379
|
|
|
14,423
|
|
|
11,558
|
|
||||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||||
Selling, general, and administrative
|
4,825
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|
|
5,954
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|
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9,646
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|
|
14,581
|
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||||
Research and development
|
2,564
|
|
|
2,022
|
|
|
5,124
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|
|
4,196
|
|
||||
Gain from change in estimate on ARO obligation
|
—
|
|
|
—
|
|
|
—
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|
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(845
|
)
|
||||
Loss on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
228
|
|
||||
Total operating expense
|
7,389
|
|
|
7,976
|
|
|
14,770
|
|
|
18,160
|
|
||||
Operating loss
|
(367
|
)
|
|
(1,597
|
)
|
|
(347
|
)
|
|
(6,602
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income, net
|
25
|
|
|
165
|
|
|
8
|
|
|
35
|
|
||||
Foreign exchange gain (loss)
|
25
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|
|
(6
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)
|
|
(110
|
)
|
|
51
|
|
||||
Change in fair value of financial instruments
|
—
|
|
|
86
|
|
|
—
|
|
|
122
|
|
||||
Total other income (expense)
|
50
|
|
|
245
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|
|
(102
|
)
|
|
208
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|
||||
Loss from continuing operations before income tax benefit
|
(317
|
)
|
|
(1,352
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)
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(449
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)
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|
(6,394
|
)
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||||
Income tax benefit
|
155
|
|
|
396
|
|
|
153
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|
|
2,308
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|
||||
Loss from continuing operations
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(162
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)
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(956
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)
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(296
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)
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(4,086
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)
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Income from discontinued operations, net of tax
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4,144
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|
4,008
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5,265
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63,266
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Net income
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$
|
3,982
|
|
|
$
|
3,052
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|
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$
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4,969
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|
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$
|
59,180
|
|
Foreign exchange translation adjustment
|
43
|
|
|
(8
|
)
|
|
(45
|
)
|
|
(719
|
)
|
||||
Comprehensive income
|
$
|
4,025
|
|
|
$
|
3,044
|
|
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$
|
4,924
|
|
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$
|
58,461
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Per share data:
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Net (loss) income per basic and diluted share:
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Continuing operations
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$
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(0.01
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)
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|
$
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(0.03
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)
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|
$
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(0.01
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)
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$
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(0.13
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)
|
Discontinued operations
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0.16
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|
0.13
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|
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0.20
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2.00
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Net income per basic and diluted share
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$
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0.15
|
|
|
$
|
0.10
|
|
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$
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0.19
|
|
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$
|
1.87
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Weighted-average number of basic and diluted shares outstanding
|
25,942
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|
|
32,077
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|
|
25,818
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|
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31,640
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As of
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As of
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||||
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March 31,
2016 |
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September 30,
2015 |
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ASSETS
|
|
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Current assets:
|
|
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|
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Cash and cash equivalents
|
$
|
110,031
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|
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$
|
111,885
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Restricted cash
|
529
|
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|
375
|
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Accounts receivable, net of allowance of $103 and $462, respectively
|
19,326
|
|
|
17,319
|
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Inventory
|
16,792
|
|
|
17,130
|
|
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Prepaid expenses and other current assets
|
4,362
|
|
|
4,976
|
|
||
Total current assets
|
151,040
|
|
|
151,685
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Property, plant, and equipment, net
|
10,228
|
|
|
8,925
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|
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Other non-current assets, net of allowance of $0 and $3,561, respectively
|
298
|
|
|
297
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Total assets
|
$
|
161,566
|
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$
|
160,907
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LIABILITIES and SHAREHOLDERS’ EQUITY
|
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Current liabilities:
|
|
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|
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Accounts payable
|
$
|
8,150
|
|
|
$
|
7,189
|
|
Deferred gain associated with sale of assets
|
—
|
|
|
3,400
|
|
||
Accrued expenses and other current liabilities
|
9,859
|
|
|
13,102
|
|
||
Total current liabilities
|
18,009
|
|
|
23,691
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|
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Asset retirement obligations
|
1,540
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|
|
1,774
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Total liabilities
|
19,549
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|
|
25,465
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Commitments and contingencies (Note 11)
|
|
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Shareholders’ equity:
|
|
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|
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Preferred stock, $0.0001 par value, 5,882 shares authorized; none issued or outstanding
|
—
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|
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—
|
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Common stock, no par value, 50,000 shares authorized; 33,012 shares issued and 26,102 shares outstanding as of March 31, 2016; 32,586 shares issued and 25,676 shares outstanding as of September 30, 2015
|
763,654
|
|
|
762,003
|
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Treasury stock at cost; 6,910 shares at March 31, 2016 and September 30, 2015
|
(47,721
|
)
|
|
(47,721
|
)
|
||
Accumulated other comprehensive income
|
802
|
|
|
847
|
|
||
Accumulated deficit
|
(574,718
|
)
|
|
(579,687
|
)
|
||
Total shareholders’ equity
|
142,017
|
|
|
135,442
|
|
||
Total liabilities and shareholders’ equity
|
$
|
161,566
|
|
|
$
|
160,907
|
|
|
For the six months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
4,969
|
|
|
$
|
59,180
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, amortization and accretion expense
|
1,081
|
|
|
1,803
|
|
||
Stock-based compensation expense
|
920
|
|
|
3,760
|
|
||
Deferred income taxes
|
—
|
|
|
24,080
|
|
||
Gain on sale of Photovoltaics Business
|
—
|
|
|
(87,022
|
)
|
||
Gain on sale of Digital Products Business
|
—
|
|
|
(1,994
|
)
|
||
Provision adjustments related to doubtful accounts
|
4
|
|
|
463
|
|
||
Provision adjustments related to product warranty
|
234
|
|
|
515
|
|
||
Change in fair value of financial instruments
|
—
|
|
|
(122
|
)
|
||
Gain from change in estimate on ARO obligation
|
—
|
|
|
(845
|
)
|
||
Reclassification of foreign currency translation adjustment
|
—
|
|
|
(744
|
)
|
||
Recognition of previously deferred gain on sale of assets from discontinued operations
|
(3,804
|
)
|
|
—
|
|
||
Gain on reduction of product warranty of discontinued operations
|
(423
|
)
|
|
—
|
|
||
Gain on settlement of solar power assets and obligations
|
(689
|
)
|
|
—
|
|
||
Gain on settlement of Newark lease
|
(310
|
)
|
|
—
|
|
||
Net loss on disposal of equipment
|
—
|
|
|
237
|
|
||
Settlement of customer related warranty claim
|
—
|
|
|
(280
|
)
|
||
Total non-cash adjustments
|
(2,987
|
)
|
|
(60,149
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(2,017
|
)
|
|
3,859
|
|
||
Inventory
|
228
|
|
|
(1,541
|
)
|
||
Other assets
|
1,323
|
|
|
(913
|
)
|
||
Accounts payable
|
1,172
|
|
|
(3,151
|
)
|
||
Accrued expenses and other current liabilities
|
(2,412
|
)
|
|
(3,012
|
)
|
||
Total change in operating assets and liabilities
|
(1,706
|
)
|
|
(4,758
|
)
|
||
Net cash provided by (used in) operating activities
|
276
|
|
|
(5,727
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sale of Photovoltaics Business
|
—
|
|
|
150,000
|
|
||
Proceeds from sale of Digital Products Business
|
—
|
|
|
1,500
|
|
||
Purchase of equipment
|
(2,685
|
)
|
|
(1,150
|
)
|
||
(Increase) decrease in restricted cash
|
(155
|
)
|
|
1,314
|
|
||
Proceeds from disposal of property, plant and equipment
|
—
|
|
|
50
|
|
||
Net cash (used in) provided by investing activities
|
(2,840
|
)
|
|
151,714
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on credit facilities
|
—
|
|
|
(26,518
|
)
|
||
Proceeds from stock plans
|
597
|
|
|
834
|
|
||
Net cash provided by (used in) financing activities
|
597
|
|
|
(25,684
|
)
|
||
Effect of exchange rate changes on foreign currency
|
113
|
|
|
(25
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(1,854
|
)
|
|
120,278
|
|
||
Cash and cash equivalents at beginning of period
|
111,885
|
|
|
20,687
|
|
||
Cash and cash equivalents at end of period
|
$
|
110,031
|
|
|
$
|
140,965
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
44
|
|
|
$
|
139
|
|
Cash paid during the period for income taxes
|
$
|
108
|
|
|
$
|
25
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Sale of Digital Products assets to NeoPhotonics for note receivable
|
$
|
—
|
|
|
$
|
15,482
|
|
Changes in accounts payable related to purchases of equipment
|
$
|
(191
|
)
|
|
$
|
—
|
|
Issuance of common stock to Board of Directors
|
$
|
263
|
|
|
$
|
301
|
|
NOTE 1.
|
Description of Business
|
•
|
Sale of Photovoltaics Business
: On
December 10, 2014
, we completed the sale of our Photovoltaics Business for
$150.0 million
in cash prior to working capital adjustments of
$0.1 million
.
|
•
|
Sale of Digital Products Business
: On
January 2, 2015
, we completed the sale of our Digital Products Business for
$1.5 million
in cash and an adjusted Promissory Note balance of
$15.5 million
. On
April 17, 2015
, NeoPhotonics paid in full the outstanding balance of the Promissory Note of
$15.5 million
, plus accrued interest of
$0.2 million
.
|
•
|
Credit Facility
: On November 11, 2010, we entered into a Credit and Security Agreement (credit facility) with Wells Fargo Bank, National Association ("Wells Fargo"). The credit facility, as it has been amended through its seventh amendment on
November 10, 2015
, currently provides us with a revolving credit line 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.
|
NOTE 2.
|
Recent Accounting Pronouncements
|
•
|
In March 2016, the FASB issued ASU 2016-09,
Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.
ASU 2016-09 introduces targeted amendments intended to simplify the accounting for stock compensation. Specifically, the ASU requires all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) to be recognized as income tax expense or benefit in the income statement. The new guidance is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The new standard will be effective for our fiscal year beginning October 1, 2017 and early adoption is permitted. We are currently evaluating the impact of this accounting standard update on our Condensed Consolidated Financial Statements.
|
•
|
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 consolidated statements of operations 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. We are currently evaluating the impact of this accounting standard update on our Condensed Consolidated Financial Statements.
|
•
|
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740):
Balance Sheet Classification of Deferred Taxes.
Under this guidance, organizations that present a classified balance sheet are required to classify all deferred taxes as non-current assets or non-current liabilities. The guidance is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The new standard will be effective for our fiscal year beginning October 1, 2018 and early adoption is permitted. We do not expect this accounting standard update to have an impact on our Condensed Consolidated Financial Statements.
|
•
|
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 is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years. The new standard will be effective for our fiscal year beginning October 1, 2017 and early adoption is permitted. We are currently evaluating the impact of this accounting standard update 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.
I
n April 2016, the FASB issued ASU No. 2016-10
,
R
evenue from Contracts
with Customers (Topic 606): Identifying Performance Obligations and Licensing
to
clarify two aspects of the guidance within ASU No. 2014-09 on identifying performance obligations and the licensing implementation guidance. Under the new standards, recognition of revenue occurs when the seller satisfies a performance obligation by transferring to the customer promised goods or services in an amount that reflects the consideration the entity expects to receive for those goods or services. The new standard, as amended in August 2015, 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 retrospective or cumulative effect transition method. We anticipate this standard will not have a material impact on our Condensed Consolidated Financial Statements.
|
NOTE 3.
|
Discontinued Operations
|
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,614
|
|
Cost of revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
8,245
|
|
||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
4,369
|
|
||||
Operating (income) expense
|
(34
|
)
|
|
(272
|
)
|
|
(821
|
)
|
|
2,431
|
|
||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
779
|
|
||||
Gain on sale of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
87,022
|
|
||||
Income from discontinued operations before income tax
|
34
|
|
|
272
|
|
|
821
|
|
|
89,739
|
|
||||
Income tax (expense) benefit
|
(19
|
)
|
|
277
|
|
|
(28
|
)
|
|
(29,926
|
)
|
||||
Income from discontinued operations, net of tax
|
$
|
15
|
|
|
$
|
549
|
|
|
$
|
793
|
|
|
$
|
59,813
|
|
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
11,855
|
|
Cost of revenue
|
(445
|
)
|
|
(1
|
)
|
|
(494
|
)
|
|
9,111
|
|
||||
Gross profit
|
445
|
|
|
41
|
|
|
494
|
|
|
2,744
|
|
||||
Operating (income) expense
|
(32
|
)
|
|
446
|
|
|
(330
|
)
|
|
3,158
|
|
||||
Recognition of previously deferred gain on sale of assets
|
3,804
|
|
|
—
|
|
|
3,804
|
|
|
—
|
|
||||
Gain on sale of discontinued operations
|
—
|
|
|
1,994
|
|
|
—
|
|
|
1,994
|
|
||||
Income from discontinued operations before income tax
|
4,281
|
|
|
1,589
|
|
|
4,628
|
|
|
1,580
|
|
||||
Income tax (expense) benefit
|
(152
|
)
|
|
1,870
|
|
|
(156
|
)
|
|
1,873
|
|
||||
Income from discontinued operations
|
$
|
4,129
|
|
|
$
|
3,459
|
|
|
$
|
4,472
|
|
|
$
|
3,453
|
|
NOTE 4.
|
Fair Value Accounting
|
•
|
Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly, through market corroboration, for substantially the full term of the financial instrument.
|
•
|
Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets or liabilities at fair value.
|
NOTE 5.
|
Accounts Receivable
|
|
As of
|
|
As of
|
||||
(in thousands)
|
March 31,
2016 |
|
September 30, 2015
|
||||
Accounts receivable, gross
|
$
|
19,429
|
|
|
$
|
17,781
|
|
Allowance for doubtful accounts
|
(103
|
)
|
|
(462
|
)
|
||
Accounts receivable, net
|
$
|
19,326
|
|
|
$
|
17,319
|
|
NOTE 6.
|
Inventory
|
|
As of
|
|
As of
|
||||
(in thousands)
|
March 31,
2016 |
|
September 30, 2015
|
||||
Raw materials
|
$
|
11,026
|
|
|
$
|
9,261
|
|
Work in-process
|
3,099
|
|
|
3,207
|
|
||
Finished goods
|
2,667
|
|
|
4,662
|
|
||
Inventory
|
$
|
16,792
|
|
|
$
|
17,130
|
|
NOTE 7.
|
Property, Plant, and Equipment, net
|
|
As of
|
|
As of
|
||||
(in thousands)
|
March 31,
2016 |
|
September 30, 2015
|
||||
Equipment
|
$
|
25,969
|
|
|
$
|
24,913
|
|
Furniture and fixtures
|
1,109
|
|
|
1,109
|
|
||
Computer hardware and software
|
2,369
|
|
|
2,177
|
|
||
Leasehold improvements
|
1,520
|
|
|
1,480
|
|
||
Construction in progress
|
1,867
|
|
|
875
|
|
||
Property, plant, and equipment, gross
|
32,834
|
|
|
30,554
|
|
||
Accumulated depreciation
|
(22,606
|
)
|
|
(21,629
|
)
|
||
Property, plant, and equipment, net
|
$
|
10,228
|
|
|
$
|
8,925
|
|
NOTE 8.
|
Accrued Expenses and Other Current Liabilities
|
|
As of
|
|
As of
|
||||
(in thousands)
|
March 31,
2016 |
|
September 30, 2015
|
||||
Compensation
|
$
|
2,753
|
|
|
$
|
3,036
|
|
Warranty
|
1,102
|
|
|
1,664
|
|
||
Termination fee
|
2,775
|
|
|
2,775
|
|
||
Professional fees
|
643
|
|
|
1,147
|
|
||
Customer deposits
|
26
|
|
|
133
|
|
||
Deferred revenue
|
22
|
|
|
65
|
|
||
Self insurance
|
277
|
|
|
606
|
|
||
Income and other taxes
|
974
|
|
|
1,038
|
|
||
Severance and restructuring accruals
|
611
|
|
|
1,448
|
|
||
Other
|
676
|
|
|
1,190
|
|
||
Accrued expenses and other current liabilities
|
$
|
9,859
|
|
|
$
|
13,102
|
|
(in thousands)
|
Severance-related accruals
|
|
Restructuring- related accruals
|
|
Total
|
||||||
Balance as of September 30, 2015
|
$
|
1,110
|
|
|
$
|
338
|
|
|
$
|
1,448
|
|
Expense - charged to accrual
|
—
|
|
|
—
|
|
|
—
|
|
|||
Payments and accrual adjustments
|
(506
|
)
|
|
(331
|
)
|
|
(837
|
)
|
|||
Balance as of March 31, 2016
|
$
|
604
|
|
|
$
|
7
|
|
|
$
|
611
|
|
Product Warranty Accruals
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance at beginning of period
|
$
|
1,564
|
|
|
$
|
2,435
|
|
|
$
|
1,664
|
|
|
$
|
2,816
|
|
Provision for product warranty - expense
|
88
|
|
|
113
|
|
|
234
|
|
|
515
|
|
||||
Adjustments and utilization of warranty accrual
|
(550
|
)
|
|
(624
|
)
|
|
(796
|
)
|
|
(1,407
|
)
|
||||
Balance at end of period
|
$
|
1,102
|
|
|
$
|
1,924
|
|
|
$
|
1,102
|
|
|
$
|
1,924
|
|
Current portion
|
$
|
1,102
|
|
|
$
|
1,723
|
|
|
$
|
1,102
|
|
|
$
|
1,723
|
|
Non-current portion
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
||||
Product warranty liability at end of period
|
$
|
1,102
|
|
|
$
|
1,924
|
|
|
$
|
1,102
|
|
|
$
|
1,924
|
|
NOTE 9.
|
Credit Facilities
|
NOTE 10.
|
Income and other Taxes
|
NOTE 11.
|
Commitments and Contingencies
|
Asset Retirement Obligations
|
March 31,
|
||
(in thousands)
|
2016
|
||
Balance at September 30, 2015
|
$
|
1,774
|
|
Accretion expense
|
30
|
|
|
Payments and revision in estimated cash flows
|
(264
|
)
|
|
Balance at March 31, 2016
|
$
|
1,540
|
|
NOTE 12.
|
Equity
|
•
|
the 2000 Stock Option Plan,
|
•
|
the 2010 Equity Incentive Plan, and
|
•
|
the 2012 Equity Incentive Plan.
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average
Remaining Contractual Life
(in years)
|
|
Aggregate Intrinsic Value (*) (in thousands)
|
|||
Outstanding as of September 30, 2015
|
696,459
|
|
|
$22.47
|
|
|
|
|
||
Granted
|
16,700
|
|
|
$6.37
|
|
|
|
|
||
Exercised
|
(37,413
|
)
|
|
$4.98
|
|
|
|
$
|
80
|
|
Forfeited
|
(5,700
|
)
|
|
$6.35
|
|
|
|
|
||
Expired
|
(52,099
|
)
|
|
$31.22
|
|
|
|
|
||
Outstanding as of March 31, 2016
|
617,947
|
|
|
$22.51
|
|
2.76
|
|
$
|
97
|
|
Exercisable as of March 31, 2016
|
567,172
|
|
|
$23.97
|
|
2.18
|
|
$
|
97
|
|
Vested and expected to vest as of March 31, 2016
|
607,534
|
|
|
$22.79
|
|
2.65
|
|
$
|
97
|
|
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
|||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||
Black-Scholes weighted average assumptions:
|
|
|
|
|
|
|
|
|||||||
Expected dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Expected stock price volatility rate
|
61.0
|
%
|
|
72.7
|
%
|
|
61.3
|
%
|
|
76.0
|
%
|
|||
Risk-free interest rate
|
1.5
|
%
|
|
1.7
|
%
|
|
1.6
|
%
|
|
1.8
|
%
|
|||
Expected term (in years)
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
|
6.0
|
|
|||
|
|
|
|
|
|
|
|
|||||||
Weighted average grant date fair value per share of stock options granted:
|
$2.97
|
|
$
|
3.51
|
|
|
$
|
3.64
|
|
|
$
|
3.55
|
|
Restricted Stock Activity
|
|
Restricted Stock Units
|
|||
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Non-vested as of September 30, 2015
|
|
570,231
|
|
|
$5.26
|
Granted
|
|
280,650
|
|
|
$5.22
|
Vested
|
|
(251,970
|
)
|
|
$5.14
|
Forfeited
|
|
(7,916
|
)
|
|
$5.15
|
Non-vested as of March 31, 2016
|
|
590,995
|
|
|
$5.30
|
Stock-based Compensation Expense - by award type
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Employee stock options
|
$
|
10
|
|
|
$
|
7
|
|
|
$
|
16
|
|
|
$
|
184
|
|
Restricted stock awards and units
|
453
|
|
|
797
|
|
|
719
|
|
|
2,056
|
|
||||
Employee stock purchase plan
|
56
|
|
|
14
|
|
|
111
|
|
|
64
|
|
||||
401(k) match in common stock
|
—
|
|
|
144
|
|
|
—
|
|
|
224
|
|
||||
Outside director fees in common stock
|
94
|
|
|
72
|
|
|
130
|
|
|
280
|
|
||||
Total stock-based compensation expense
|
$
|
613
|
|
|
$
|
1,034
|
|
|
$
|
976
|
|
|
$
|
2,808
|
|
Stock-based Compensation Expense - by expense type
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of revenue
|
$
|
113
|
|
|
$
|
81
|
|
|
$
|
182
|
|
|
$
|
185
|
|
Selling, general, and administrative
|
420
|
|
|
849
|
|
|
608
|
|
|
2,414
|
|
||||
Research and development
|
80
|
|
|
104
|
|
|
186
|
|
|
209
|
|
||||
Total stock-based compensation expense
|
$
|
613
|
|
|
$
|
1,034
|
|
|
$
|
976
|
|
|
$
|
2,808
|
|
Basic and Diluted Net Income (loss) Per Share
|
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands, except per share)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(162
|
)
|
|
$
|
(956
|
)
|
|
$
|
(296
|
)
|
|
$
|
(4,086
|
)
|
Income from discontinued operations
|
|
4,144
|
|
|
4,008
|
|
|
5,265
|
|
|
63,266
|
|
||||
Undistributed earnings allocated to common shareholders for basic and diluted net (loss) income per share
|
|
3,982
|
|
|
3,052
|
|
|
4,969
|
|
|
59,180
|
|
||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Denominator for basic and diluted net income (loss) per share - weighted average shares outstanding
|
|
25,942
|
|
|
32,077
|
|
|
25,818
|
|
|
31,640
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per basic and diluted share:
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.13
|
)
|
Discontinued operations
|
|
0.16
|
|
|
0.13
|
|
|
0.20
|
|
|
2.00
|
|
||||
Net income per basic and diluted share
|
|
$
|
0.15
|
|
|
$
|
0.10
|
|
|
$
|
0.19
|
|
|
$
|
1.87
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average antidilutive options, unvested restricted stock units and awards, warrants and ESPP shares excluded from the computation
|
|
721
|
|
|
2,214
|
|
|
794
|
|
|
2,434
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Average market price of common stock
|
|
$
|
5.44
|
|
|
$
|
5.34
|
|
|
$
|
6.19
|
|
|
$
|
5.32
|
|
Future Issuances
|
Number of Common Stock Shares Available for Future Issuances
|
|
Exercise of outstanding stock options
|
617,947
|
|
Unvested restricted stock units
|
590,995
|
|
Purchases under the employee stock purchase plan
|
881,706
|
|
Issuance of stock-based awards under the Equity Plans
|
837,887
|
|
Purchases under the officer and director share purchase plan
|
88,741
|
|
Issuance of deferred stock-based awards under the Directors' Stock Award Plan, as amended
|
22,163
|
|
Total reserved
|
3,039,439
|
|
NOTE 13.
|
Geographical Information
|
Revenue by Geographic Region
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
United States
|
$
|
15,369
|
|
|
$
|
13,063
|
|
|
$
|
29,182
|
|
|
$
|
26,413
|
|
Asia
|
4,638
|
|
|
3,901
|
|
|
10,977
|
|
|
6,598
|
|
||||
Europe
|
1,371
|
|
|
1,950
|
|
|
3,534
|
|
|
4,027
|
|
||||
Other
|
154
|
|
|
143
|
|
|
329
|
|
|
435
|
|
||||
Total revenue
|
$
|
21,532
|
|
|
$
|
19,057
|
|
|
$
|
44,022
|
|
|
$
|
37,473
|
|
|
For the three months ended March 31,
|
|
For the six months ended March 31,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue
|
67.4
|
|
|
66.5
|
|
|
67.2
|
|
|
69.2
|
|
Gross profit
|
32.6
|
|
|
33.5
|
|
|
32.8
|
|
|
30.8
|
|
Operating expense (income):
|
|
|
|
|
|
|
|
||||
Selling, general, and administrative
|
22.4
|
|
|
31.3
|
|
|
21.9
|
|
|
38.9
|
|
Research and development
|
11.9
|
|
|
10.6
|
|
|
11.6
|
|
|
11.2
|
|
Gain from change in estimate on ARO obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.3
|
)
|
Loss on sale of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
Total operating expense
|
34.3
|
|
|
41.9
|
|
|
33.5
|
|
|
48.4
|
|
Operating loss
|
(1.7
|
)
|
|
(8.4
|
)
|
|
(0.7
|
)
|
|
(17.6
|
)
|
Other income (expense):
|
|
|
|
|
|
|
|
||||
Interest income, net
|
0.1
|
|
|
0.8
|
|
|
—
|
|
|
0.1
|
|
Foreign exchange gain (loss)
|
0.1
|
|
|
—
|
|
|
(0.2
|
)
|
|
0.1
|
|
Change in fair value of financial instruments
|
—
|
|
|
0.5
|
|
|
—
|
|
|
0.3
|
|
Total other income (expense)
|
0.2
|
|
|
1.3
|
|
|
(0.2
|
)
|
|
0.5
|
|
Loss from continuing operations before income tax benefit
|
(1.5
|
)
|
|
(7.1
|
)
|
|
(0.9
|
)
|
|
(17.1
|
)
|
Income tax benefit
|
0.8
|
|
|
2.1
|
|
|
0.2
|
|
|
6.2
|
|
Loss from continuing operations
|
(0.7
|
)%
|
|
(5.0
|
)%
|
|
(0.7
|
)%
|
|
(10.9
|
)%
|
Income from discontinued operations, net of tax
|
19.2
|
%
|
|
21.0
|
%
|
|
12.0
|
%
|
|
168.8
|
%
|
Net income
|
18.5
|
%
|
|
16.0
|
%
|
|
11.3
|
%
|
|
157.9
|
%
|
(in thousands, except percentages)
|
For the three months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
21,532
|
|
|
$
|
19,057
|
|
|
$
|
2,475
|
|
|
13.0%
|
Cost of revenue
|
14,510
|
|
|
12,678
|
|
|
1,832
|
|
|
14.5%
|
|||
Gross profit
|
7,022
|
|
|
6,379
|
|
|
643
|
|
|
10.1%
|
|||
Operating expense (income):
|
|
|
|
|
|
|
|
||||||
Selling, general, and administrative
|
4,825
|
|
|
5,954
|
|
|
(1,129
|
)
|
|
(19.0)%
|
|||
Research and development
|
2,564
|
|
|
2,022
|
|
|
542
|
|
|
26.8%
|
|||
Total operating expense
|
7,389
|
|
|
7,976
|
|
|
(587
|
)
|
|
(7.4)%
|
|||
Operating loss
|
(367
|
)
|
|
(1,597
|
)
|
|
1,230
|
|
|
77.0%
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|||
Interest income, net
|
25
|
|
|
165
|
|
|
(140
|
)
|
|
(84.8)%
|
|||
Foreign exchange gain (loss)
|
25
|
|
|
(6
|
)
|
|
31
|
|
|
516.7%
|
|||
Change in fair value of financial instruments
|
—
|
|
|
86
|
|
|
(86
|
)
|
|
(100.0)%
|
|||
Total other income
|
50
|
|
|
245
|
|
|
(195
|
)
|
|
(79.6)%
|
|||
Loss from continuing operations before income tax benefit
|
(317
|
)
|
|
(1,352
|
)
|
|
1,035
|
|
|
76.6%
|
|||
Income tax benefit
|
155
|
|
|
396
|
|
|
(241
|
)
|
|
(60.9)%
|
|||
Loss from continuing operations
|
(162
|
)
|
|
(956
|
)
|
|
794
|
|
|
83.1%
|
|||
Income from discontinued operations, net of tax
|
4,144
|
|
|
4,008
|
|
|
136
|
|
|
3.4%
|
|||
Net income
|
$
|
3,982
|
|
|
$
|
3,052
|
|
|
$
|
930
|
|
|
30.5%
|
(in thousands, except percentages)
|
For the three months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
(40
|
)
|
|
(100.0)%
|
Cost of revenue
|
(445
|
)
|
|
(1
|
)
|
|
(444
|
)
|
|
(44,400.0)%
|
|||
Gross profit
|
445
|
|
|
41
|
|
|
404
|
|
|
985.4%
|
|||
Operating (income) expense
|
(66
|
)
|
|
174
|
|
|
(240
|
)
|
|
(137.9)%
|
|||
Recognition of previously deferred gain on sale of assets
|
3,804
|
|
|
—
|
|
|
3,804
|
|
|
N/A
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
1,994
|
|
|
(1,994
|
)
|
|
(100.0)%
|
|||
Income from discontinued operations before income tax (expense) benefit
|
4,315
|
|
|
1,861
|
|
|
2,454
|
|
|
131.9%
|
|||
Income tax (expense) benefit
|
(171
|
)
|
|
2,147
|
|
|
(2,318
|
)
|
|
(108.0)%
|
|||
Income from discontinued operations, net of tax
|
$
|
4,144
|
|
|
$
|
4,008
|
|
|
$
|
136
|
|
|
3.4%
|
(in thousands, except percentages)
|
For the six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
44,022
|
|
|
$
|
37,473
|
|
|
$
|
6,549
|
|
|
17.5%
|
Cost of revenue
|
29,599
|
|
|
25,915
|
|
|
3,684
|
|
|
14.2%
|
|||
Gross profit
|
14,423
|
|
|
11,558
|
|
|
2,865
|
|
|
24.8%
|
|||
Operating expense:
|
|
|
|
|
|
|
|
|
|||||
Selling, general, and administrative
|
9,646
|
|
|
14,581
|
|
|
(4,935
|
)
|
|
(33.8)%
|
|||
Research and development
|
5,124
|
|
|
4,196
|
|
|
928
|
|
|
22.1%
|
|||
Gain from change in estimate on ARO obligation
|
—
|
|
|
(845
|
)
|
|
845
|
|
|
100.0%
|
|||
Loss on sale of assets
|
—
|
|
|
228
|
|
|
(228
|
)
|
|
(100.0)%
|
|||
Total operating expense
|
14,770
|
|
|
18,160
|
|
|
(3,390
|
)
|
|
(18.7)%
|
|||
Operating loss
|
(347
|
)
|
|
(6,602
|
)
|
|
6,255
|
|
|
94.7%
|
|||
Other (expense) income:
|
|
|
|
|
|
|
|
|
|||||
Interest income, net
|
8
|
|
|
35
|
|
|
(27
|
)
|
|
(77.1)%
|
|||
Foreign exchange (loss) gain
|
(110
|
)
|
|
51
|
|
|
(161
|
)
|
|
(315.7)%
|
|||
Change in fair value of financial instruments
|
—
|
|
|
122
|
|
|
(122
|
)
|
|
(100.0)%
|
|||
Total other (expense) income
|
(102
|
)
|
|
208
|
|
|
(310
|
)
|
|
(149.0)%
|
|||
Loss from continuing operations before income tax benefit
|
(449
|
)
|
|
(6,394
|
)
|
|
5,945
|
|
|
93.0%
|
|||
Income tax benefit
|
153
|
|
|
2,308
|
|
|
(2,155
|
)
|
|
(93.4)%
|
|||
Loss from continuing operations
|
(296
|
)
|
|
(4,086
|
)
|
|
3,790
|
|
|
92.8%
|
|||
Income from discontinued operations, net of tax
|
5,265
|
|
|
63,266
|
|
|
(58,001
|
)
|
|
(91.7)%
|
|||
Net income
|
$
|
4,969
|
|
|
$
|
59,180
|
|
|
$
|
(54,211
|
)
|
|
(91.6)%
|
(in thousands, except percentages)
|
For the six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
24,469
|
|
|
$
|
(24,469
|
)
|
|
(100.0)%
|
Cost of revenue
|
(494
|
)
|
|
17,356
|
|
|
(17,850
|
)
|
|
(102.8)%
|
|||
Gross profit
|
494
|
|
|
7,113
|
|
|
(6,619
|
)
|
|
(93.1)%
|
|||
Operating (income) expense
|
(1,151
|
)
|
|
5,589
|
|
|
(6,740
|
)
|
|
(120.6)%
|
|||
Recognition of previously deferred gain on sale of assets
|
3,804
|
|
|
—
|
|
|
3,804
|
|
|
NA
|
|||
Other income
|
—
|
|
|
779
|
|
|
(779
|
)
|
|
(100.0)%
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
89,016
|
|
|
(89,016
|
)
|
|
(100.0)%
|
|||
Income from discontinued operations before income tax expense
|
5,449
|
|
|
91,319
|
|
|
(85,870
|
)
|
|
(94.0)%
|
|||
Income tax expense
|
(184
|
)
|
|
(28,053
|
)
|
|
27,869
|
|
|
99.3%
|
|||
Income from discontinued operations, net of tax
|
$
|
5,265
|
|
|
$
|
63,266
|
|
|
$
|
(58,001
|
)
|
|
(91.7)%
|
•
|
Sale of Photovoltaics Business: On
December 10, 2014
, we completed the sale of our Photovoltaics Business for
$150.0 million
in cash, prior to working capital adjustments of
$0.1 million
.
|
•
|
Sale of Digital Products Business: On
January 2, 2015
, we completed the sale of our Digital Products Business for
$1.5 million
in cash and an adjusted Promissory Note balance of
$15.5 million
. On
April 17, 2015
, NeoPhotonics paid in full the outstanding balance of the Promissory Note of $15.5 million plus accrued interest of $0.2 million.
|
•
|
Credit Facility: On November 11, 2010, we entered into a Credit and Security Agreement (credit facility) with Wells Fargo Bank, National Association ("Wells Fargo"). The credit facility, as it has been amended through 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. Also see
Note 9 - Credit Facilities
in the notes to the condensed consolidated financial statements for additional disclosures.
|
Operating Activities
(in thousands, except percentages)
|
For the six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Net cash provided by (used in) operating activities
|
$
|
276
|
|
|
$
|
(5,727
|
)
|
|
$
|
6,003
|
|
|
104.8%
|
Investing Activities
(in thousands, except percentages)
|
For the six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Net cash (used in) provided by investing activities
|
$
|
(2,840
|
)
|
|
$
|
151,714
|
|
|
$
|
(154,554
|
)
|
|
(101.9)%
|
Financing Activities
(in thousands, except percentages)
|
For the six months ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||
Net cash provided by (used in) financing activities
|
$
|
597
|
|
|
$
|
(25,684
|
)
|
|
$
|
26,281
|
|
|
102.3%
|
(in thousands)
|
|
|
|
||||||||||||||||
|
Total
|
|
2016
|
|
2017 to 2018
|
|
2019 to 2020
|
|
2021 and later
|
||||||||||
Purchase obligations
|
$
|
14,343
|
|
|
$
|
13,732
|
|
|
$
|
474
|
|
|
$
|
137
|
|
|
$
|
—
|
|
Asset retirement obligations
|
1,765
|
|
|
—
|
|
|
45
|
|
|
1,720
|
|
|
—
|
|
|||||
Operating lease obligations
|
2,158
|
|
|
528
|
|
|
1,090
|
|
|
503
|
|
|
37
|
|
|||||
Total contractual obligations and commitments
|
$
|
18,266
|
|
|
$
|
14,260
|
|
|
$
|
1,609
|
|
|
$
|
2,360
|
|
|
$
|
37
|
|
10.1**
|
Directors' Compensation Policy (Effective January 1, 2016)
|
10.2
|
Emcore Corporation 2012 Equity Incentive Plan, as amended and restated on January 13, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 14, 2016)
|
31.1**
|
Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2**
|
Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1***
|
Certificate of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2***
|
Certificate of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS**
|
XBRL Instance Document.
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
EMCORE CORPORATION
|
|
|
|
|
|
Date:
|
May 5, 2016
|
By:
|
/s/ Jeffrey Rittichier
|
|
|
|
Jeffrey Rittichier
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
Date:
|
May 5, 2016
|
By:
|
/s/ Mark B. Weinswig
|
|
|
|
Mark B. Weinswig
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Cash Compensation
|
|
All Board Members
|
|
Annual Cash Retainer
|
$37,000
|
Board Committee Chairpersons
|
|
Annual Audit Committee Chairperson Retainer
|
$20,000
|
Annual Compensation Committee Chairperson Retainer
|
$9,500
|
Annual Nominating Committee Chairperson Retainer
|
$8,000
|
Annual Strategy and Alternatives Committee Chairperson Retainer
|
$8,000
|
Other Board Committee Members
|
|
Annual Audit Committee Member Retainer
|
$10,000
|
Annual Compensation Committee Member Retainer
|
$5,000
|
Annual Nominating Committee Member Retainer
|
$3,000
|
Annual Strategy and Alternatives Committee Member Retainer
|
$3,000
|
|
|
Equity Compensation
|
|
Annual Equity Award
|
$54,000
|
Annual Chairperson Equity Award
|
$42,500
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of EMCORE Corporation ("Report");
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d.
|
Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 5, 2016
|
By:
/s/ Jeffrey Rittichier
|
|
|
Jeffrey Rittichier
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this
Quarterly
Report on Form
10-Q
of EMCORE Corporation ("Report");
|
2.
|
Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
|
d.
|
Disclosed in this Report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
May 5, 2016
|
By:
/s/ Mark B. Weinswig
|
|
|
Mark B. Weinswig
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 5, 2016
|
By:
/s/ Jeffrey Rittichier
|
|
|
Jeffrey Rittichier
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
May 5, 2016
|
By:
/s/ Mark Weinswig
|
|
|
Mark B. Weinswig
|
|
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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