Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | EMCORE CORP | |
Entity Central Index Key | 0000808326 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,760,114 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 17,219,000 | $ 17,717,000 | $ 62,965,000 | $ 60,376,000 |
Cost of revenue | 13,515,000 | 16,519,000 | 47,644,000 | 46,317,000 |
Gross profit | 3,704,000 | 1,198,000 | 15,321,000 | 14,059,000 |
Operating expense: | ||||
Selling, general, and administrative | 9,288,000 | 5,237,000 | 23,877,000 | 15,700,000 |
Research and development | 4,629,000 | 3,915,000 | 13,008,000 | 11,015,000 |
Gain from change in estimate on ARO obligation | 0 | 0 | (40,000) | 0 |
(Gain) loss on sale of assets | 0 | 0 | 0 | 39,000 |
Total operating expense | 13,917,000 | 9,152,000 | 36,845,000 | 26,754,000 |
Operating loss | (10,213,000) | (7,954,000) | (21,524,000) | (12,695,000) |
Other income: | ||||
Interest income, net | 99,000 | 216,000 | 590,000 | 490,000 |
Foreign exchange (loss) gain | (349,000) | (676,000) | (31,000) | 136,000 |
Total other (loss) income | (250,000) | (460,000) | 559,000 | 626,000 |
Loss before income tax (expense) benefit | (10,463,000) | (8,414,000) | (20,965,000) | (12,069,000) |
Income tax (expense) benefit | (14,000) | 0 | (44,000) | 502,000 |
Net loss | (10,477,000) | (8,414,000) | (21,009,000) | (11,567,000) |
Foreign exchange translation adjustment | 9,000 | (54,000) | 36,000 | 320,000 |
Comprehensive loss | $ (10,468,000) | $ (8,468,000) | $ (20,973,000) | $ (11,247,000) |
Per share data: | ||||
Net loss per basic and diluted share (in usd per share) | $ (0.37) | $ (0.31) | $ (0.76) | $ (0.43) |
Weighted-average number of basic and diluted shares outstanding (in shares) | 27,204 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 20,503 | $ 63,117 |
Restricted cash | 158 | 78 |
Accounts receivable, net of allowance of $295 and $548, respectively | 18,451 | 19,275 |
Inventory | 31,123 | 20,850 |
Prepaid expenses and other current assets | 17,169 | 12,730 |
Total current assets | 87,404 | 116,050 |
Property, plant, and equipment, net | 37,231 | 18,216 |
Goodwill | 798 | 0 |
Other intangible assets, net | 250 | 0 |
Non-current inventory | 912 | 1,433 |
Other non-current assets | 61 | 199 |
Total assets | 126,656 | 135,898 |
Current liabilities: | ||
Accounts payable | 10,615 | 12,997 |
Accrued expenses and other current liabilities | 23,462 | 14,205 |
Total current liabilities | 34,077 | 27,202 |
Asset retirement obligations | 1,850 | 1,809 |
Other long-term liabilities | 122 | 82 |
Total liabilities | 36,049 | 29,093 |
Commitments and contingencies (Note 13) | ||
Shareholders’ equity: | ||
Common stock, no par value, 50,000 shares authorized; 35,670 shares issued and 28,760 shares outstanding as of June 30, 2019; 34,487 shares issued and 27,577 shares outstanding as of September 30, 2018 | 738,841 | 734,066 |
Treasury stock at cost; 6,910 shares | (47,721) | (47,721) |
Accumulated other comprehensive income | 921 | 885 |
Accumulated deficit | (601,434) | (580,425) |
Total shareholders’ equity | 90,607 | 106,805 |
Total liabilities and shareholders’ equity | $ 126,656 | $ 135,898 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Accounts receivable: | ||
Allowance for doubtful accounts | $ 295 | $ 548 |
Shareholders’ equity: | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 35,670,000 | 34,487,000 |
Common stock, shares outstanding (in shares) | 28,760,000 | 27,577,000 |
Treasury stock, shares held (in shares) | 6,910,000 | 6,910,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning balance (in shares) at Sep. 30, 2017 | 27,028,000 | ||||
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation (in shares) | 360,000 | ||||
Stock option exercises (in shares) | 5,000 | ||||
Issuance of common stock for acquisition (in shares) | 0 | ||||
Issuance of common stock - ESPP (in shares) | 93,000 | ||||
Ending balance (in shares) at Jun. 30, 2018 | 27,486,000 | ||||
Beginning balance at Sep. 30, 2017 | $ 730,906 | $ (47,721) | $ 561 | $ (562,972) | |
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation | 2,713 | ||||
Stock option exercises | 21 | ||||
Tax withholding paid on behalf of employees for stock-based awards | (1,257) | ||||
Issuance of common stock for acquisition | 0 | ||||
Issuance of common stock - ESPP | 423 | ||||
Translation adjustment | $ 320 | 320 | |||
Net loss | (11,567) | (11,567) | |||
Ending balance at Jun. 30, 2018 | 111,427 | $ 732,806 | (47,721) | 881 | (574,539) |
Beginning balance (in shares) at Mar. 31, 2018 | 27,458,000 | ||||
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation (in shares) | 27,000 | ||||
Stock option exercises (in shares) | 1,000 | ||||
Issuance of common stock for acquisition (in shares) | 0 | ||||
Issuance of common stock - ESPP (in shares) | |||||
Ending balance (in shares) at Jun. 30, 2018 | 27,486,000 | ||||
Beginning balance at Mar. 31, 2018 | $ 732,056 | (47,721) | 935 | (566,125) | |
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation | 864 | ||||
Stock option exercises | 4 | ||||
Tax withholding paid on behalf of employees for stock-based awards | (118) | ||||
Issuance of common stock for acquisition | 0 | ||||
Issuance of common stock - ESPP | 0 | ||||
Translation adjustment | (54) | (54) | |||
Net loss | (8,414) | (8,414) | |||
Ending balance at Jun. 30, 2018 | $ 111,427 | $ 732,806 | (47,721) | 881 | (574,539) |
Beginning balance (in shares) at Sep. 30, 2018 | 27,577,000 | 27,577,000 | |||
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation (in shares) | 305,000 | ||||
Stock option exercises (in shares) | 208 | 1,000 | |||
Issuance of common stock for acquisition (in shares) | 811,000 | ||||
Issuance of common stock - ESPP (in shares) | 66,000 | ||||
Ending balance (in shares) at Jun. 30, 2019 | 28,760,000 | 28,760,000 | |||
Beginning balance at Sep. 30, 2018 | $ 734,066 | (47,721) | 885 | (580,425) | |
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation | 1,824 | ||||
Stock option exercises | 1 | ||||
Tax withholding paid on behalf of employees for stock-based awards | (203) | ||||
Issuance of common stock for acquisition | 2,916 | ||||
Issuance of common stock - ESPP | 237 | ||||
Translation adjustment | $ 36 | 36 | |||
Net loss | (21,009) | (21,009) | |||
Ending balance at Jun. 30, 2019 | $ 90,607 | $ 738,841 | (47,721) | 921 | (601,434) |
Beginning balance (in shares) at Mar. 31, 2019 | 27,856,000 | ||||
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation (in shares) | 93,000 | ||||
Stock option exercises (in shares) | 0 | ||||
Issuance of common stock - ESPP (in shares) | |||||
Ending balance (in shares) at Jun. 30, 2019 | 28,760,000 | 28,760,000 | |||
Beginning balance at Mar. 31, 2019 | $ 735,257 | (47,721) | 912 | (590,957) | |
Common Stock, Number of Shares [Abstract] | |||||
Stock-based compensation | 677 | ||||
Stock option exercises | 0 | ||||
Tax withholding paid on behalf of employees for stock-based awards | (9) | ||||
Issuance of common stock - ESPP | 0 | ||||
Translation adjustment | $ 9 | 9 | |||
Net loss | (10,477) | (10,477) | |||
Ending balance at Jun. 30, 2019 | $ 90,607 | $ 738,841 | $ (47,721) | $ 921 | $ (601,434) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (21,009) | $ (11,567) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization expense | 5,011 | 4,102 |
Stock-based compensation expense | 1,824 | 2,713 |
Provision adjustments related to doubtful accounts | 62 | 599 |
Provision adjustments related to product warranty | 139 | 336 |
Net loss on disposal of equipment | 0 | 39 |
Other | (72) | 100 |
Total non-cash adjustments | 6,964 | 7,889 |
Changes in operating assets and liabilities, net of acquired assets and assumed liabilities: | ||
Accounts receivable | 5,119 | 6,796 |
Inventory | (1,211) | 1,777 |
Other assets | (3,899) | (3,192) |
Accounts payable | (4,508) | (1,662) |
Accrued expenses and other current liabilities | 6,835 | 1,199 |
Total change in operating assets and liabilities | 2,336 | 4,918 |
Net cash (used in) provided by operating activities | (11,709) | 1,240 |
Cash flows from investing activities: | ||
Purchase of equipment | (8,615) | (3,756) |
Acquisition of business, net of cash acquired | (22,246) | 0 |
Proceeds from disposal of property, plant and equipment | 0 | 77 |
Net cash used in investing activities | (30,861) | (3,679) |
Cash flows from financing activities: | ||
Proceeds from exercise of equity awards | 238 | 445 |
Taxes paid related to net share settlement of equity awards | (203) | (1,257) |
Net cash provided by (used in) financing activities | 35 | (812) |
Effect of exchange rate changes provided by foreign currency | 1 | 2 |
Net decrease in cash, cash equivalents and restricted cash | (42,534) | (3,249) |
Cash, cash equivalents and restricted cash at beginning of period | 63,195 | 68,754 |
Cash, cash equivalents and restricted cash at end of period | 20,661 | 65,505 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 96 | 47 |
Cash paid during the period for income taxes | 59 | 130 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Changes in accounts payable related to purchases of equipment | $ (338) | $ 1,291 |
Description of Business
Description of Business | 9 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 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 are 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 (which includes Cable TV (“CATV”) systems and components, radio frequency over glass products, satellite/microwave communications products and wireless communication products), 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, 2018 has been derived from the audited consolidated financial statements as of such date. For a more complete understanding of our business, financial position, operating results, cash flows, risk factors and other matters, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements (a) New Accounting Updates Recently Adopted • In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. Under the new standard, 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. Effective October 1, 2018, we adopted the requirements of Topic 606 using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. • In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is intended to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The new standard was effective for our fiscal year beginning October 1, 2018. The adoption of ASU 2017-09 did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. • In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilitie s. This ASU amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, and supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. This new standard was effective for our fiscal year beginning October 1, 2018. The adoption of ASU 2016-01 did not have an impact on our condensed consolidated financial statements and related disclosures. (b) Recent Accounting Standards or Updates Not Yet Effective • In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net earnings. The new standard is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. The new standard will be effective for our fiscal year beginning October 1, 2020 and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its condensed consolidated financial statements and related disclosures. • I n February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 introduces a lessee model that requires recognition of assets and liabilities arising from qualified leases on the consolidated balance sheets and disclosure of qualitative and quantitative information about lease transactions. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. We are in the process of implementing changes to our systems and processes in conjunction with our review of lease agreements. Topic 842 will be effective for our fiscal year beginning October 1, 2019 and we expect to elect certain available transitional practical expedients. The Company will utilize the modified retrospective method and will recognize any cumulative effect adjustment in accumulated deficit at the beginning of the period of adoption. The Company has performed an assessment of the impact that the adoption of ASU 2016-02 will have on the consolidated financial statements and related disclosures. Based on that assessment, the Company has estimated that the adoption of ASU 2016-02 will result in the recognition of approximately $2.5 million to $3.5 million of right-of-use assets and lease liabilities based on the present value of future minimum lease payments for currently executed leases. The Company does not expect the adoption of this new guidance to have a significant impact on its Consolidated Statements of Operations or its Consolidated Statements of Cash Flows. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies are detailed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended September 30, 2018 . Significant changes to our accounting policies as a result of adopting Topic 606 are discussed below: Revenue Recognition - To determine the proper revenue recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. The vast majority of our revenues are from product sales to our customers, pursuant to purchase orders with short lead times. Revenues from product sales are recognized when the customer obtains control of our product, which occurs at a point in time. The Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard. When we perform shipping and handling activities after the transfer of control to the customer (e.g. when control transfers prior to delivery), they are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. We expense incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that we would have recognized is one year or less. In certain instances, inventory is maintained by our customers at consigned locations. Revenues from consigned sales are recognized when the customer obtains control of our product, which occurs at a point in time. This is typically when the customer pulls product for use. We use a number of wholesale distributors around the world and recognize revenue when the wholesale distributor obtains control of our product, which occurs at a point in time, typically upon shipment. Our wholesale distributors are contractually obligated to pay us on standard commercial terms, consistent with our end-use customers. We do not sell to wholesale distributors on consignment and do not give wholesale distributors a right of return. In certain instances, prior to customers accepting product that is manufactured at one of our contract manufacturers, these customers require that they first qualify the product and manufacturing processes at our contract manufacturer (e.g. customer acceptance clause). The customers’ qualification process determines whether the product manufactured at our contract manufacturer achieves their quality, performance, and reliability standards. After a customer completes the initial qualification process, we receive approval to ship qualified product to that customer. Revenues are recognized when the customer obtains control of the qualified product, which occurs at a point in time, typically upon shipment. To a lesser extent, we enter into other types of contracts including non-recurring engineering contracts. We recognize revenue for these arrangements over time or at a point in time depending on our evaluation of when the customer obtains control of the promised goods or services. For contracts that include multiple performance obligations, we allocate revenue to each performance obligation based on estimates of the relative standalone selling price that we would charge the customer for each promised product or service. Receivables, Net - Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. Payments are generally due within 90 days or less of invoicing and do not include a significant financing component. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Receivables, net, totaled $18.5 million and $19.3 million at June 30, 2019 and September 30, 2018 , respectively. Remaining Performance Obligations - Remaining performance obligations represent the transaction price of firm orders for long-term contracts which control has not transferred to the customer. As of June 30, 2019 , the aggregate amount of the transaction price allocated to remaining performance obligations was $1.8 million . The Company expects to recognize revenue on approximately 100% of the remaining performance obligations over the next twelve months. Product Warranty Reserves - We provide our customers with warranty claims for certain products and warranty-related services are not considered a separate performance obligation. Pursuant to Accounting Standards Codification (“ASC”) 450, Contingencies , we make estimates of product warranty expense using historical experience rates and accrue estimated warranty expense as a cost of revenue. We estimate the costs of our warranty obligations based on historical experience of known product failure rates and anticipated rates of warranty claims, use of materials to repair or replace defective products, and service delivery costs incurred in correcting the product issues. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Disaggregation of Revenue - Revenue is classified based on the product line of business. For additional information on the disaggregated revenues by geographical region, see Note 15 - Geographical Information in the notes to the condensed consolidated financial statements. Revenue is also classified by major product category and is presented below: For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 % of Revenue 2018 % of Revenue 2019 % of Revenue 2018 % of Revenue Broadband $ 9,761 57 % 13,650 77 % $ 41,238 66 % 48,195 80 % Chips 1,854 11 % 2,476 14 % 9,570 15 % 7,522 12 % Navigation 5,604 32 % 1,591 9 % 12,157 19 % 4,659 8 % Total revenue $ 17,219 100 % $ 17,717 100 % $ 62,965 100 % $ 60,376 100 % |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On June 7, 2019 , we completed the acquisition of Systron Donner Inertial, Inc. (“SDI”), a private-equity backed navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMS technology. The total purchase price was approximately $25.0 million , consisting of (i) approximately $22.8 million in cash, subject to certain working capital adjustments and (ii) the issuance of 811 thousand shares of common stock with an aggregate value of approximately $2.9 million as of the closing date. Subsequent to the closing, we calculated the working capital adjustment and determined that our aggregate purchase price should be reduced by approximately $0.7 million . Payment is subject to the Seller's review and approval of the calculated amount. Following the closing, we began integrating SDI into our current navigation product line and have included the financial results of SDI in our condensed consolidated financial statements beginning on the acquisition date. Net revenue and net loss of SDI from the acquisition date of $2.0 million and $5,000 , respectively, is included in our condensed consolidated statements of operations and comprehensive loss for the three and nine months ended June 30, 2019 . Preliminary Purchase Price Allocation The total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Due to the fact that the acquisition occurred in the current interim period, the Company's fair value estimates for the purchase price allocation are preliminary. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months). As of June 30, 2019, the Company had not finalized the determination of fair values allocated to various assets and liabilities, including, but not limited to, property, plant and equipment, identifiable intangible assets, deferred taxes and goodwill. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in a material adjustment to goodwill. The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of SDI based on their estimated fair values as of the acquisition date. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions at the acquisition date. (in thousands) Amount Weighted Average Useful Life (years) Developed technology $ 250 7 Total identifiable intangible assets 250 Goodwill 798 Tangible assets acquired: Cash acquired $ 541 Inventories 8,522 Accounts receivable 4,291 Other assets 355 Land and building 12,890 Property and equipment 2,873 Total tangible assets acquired 29,472 Net liabilities assumed (4,817 ) Purchase price $ 25,703 Identifiable intangible assets - The estimated fair value of the developed technology was determined based on the expected future cost savings resulting from ownership of the asset. The present value of the expected future cash flows for the developed technology intangible asset was determined based on discount rates which incorporate a risk premium to take into account the risks inherent in those expected cash flows. The expected cash flows were estimated using available historical data adjusted based on the expectations of market participants. Tangible assets acquired: Inventories Finished goods were valued at estimated selling price less costs of disposal and a reasonable profit allowance for the selling effort. Raw materials were valued at estimated replacement cost. Property, plant and equipment The property, plant and equipment acquired were valued using either the replacement cost or market approach, as appropriate, as of the acquisition date. Goodwill Goodwill represents the excess of the preliminary purchase price over the fair value of the assets acquired and liabilities assumed. The goodwill recognized is primarily attributable to the benefits the Company expect to derive from deepening the Company's expertise in navigation systems products. For the three and nine months ended June 30, 2019 , the Company incurred transaction costs of approximately $0.3 million and $0.7 million , respectively, in connection with the SDI acquisition, which were expensed as incurred and included in selling, general and administrative expenses within the accompanying Condensed Consolidated Statements of Operations. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presented for the three and nine months ended June 30, 2019 and 2018 does not purport to be indicative of the results of operations that would have been achieved had the acquisition been consummated on October 1, 2017 , nor of the results which may occur in the future. The pro forma amounts are based upon available information and certain assumptions that the Company believes are reasonable. (in thousands, except per share data) For the three months ended June 30, For the nine months ended June 30, 2019 2018 2019 2018 Revenue $ 21,976 $ 24,557 $ 84,911 $ 81,742 Net loss $ (14,024 ) $ (9,017 ) $ (27,069 ) $ (11,487 ) Net loss per basic and diluted share $ (0.50 ) $ (0.33 ) $ (0.98 ) $ (0.42 ) Weighted-average number of basic and diluted shares outstanding 28,005 27,387 27,730 27,204 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets that sum to the total of the same amounts shown in the unaudited statements of consolidated cash flows: As of As of As of (in thousands) June 30, 2019 September 30, 2018 June 30, 2018 Cash $ 3,368 $ 2,965 $ 4,440 Cash equivalents $ 17,135 $ 60,152 $ 60,872 Restricted cash 158 78 193 Total cash, cash equivalents and restricted cash $ 20,661 63,195 65,505 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 June 30, 2019 , September 30, 2018 and June 30, 2018 . |
Fair Value Accounting
Fair Value Accounting | 9 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Accounting | Fair Value Accounting ASC Topic 820 (“ASC 820”), Fair Value Measurements, establishes a valuation hierarchy for disclosure of the inputs to valuation techniques used to measure fair value. This standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: • Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the assets or liabilities, either directly or indirectly, through market corroboration, for substantially the full term of the financial instrument. • Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets or liabilities at fair value. Classification of an asset or liability within this hierarchy is determined based on the lowest level input that is significant to the fair value measurement. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. Cash consists primarily of bank deposits or highly liquid short-term investments with a maturity of three months or less at the time of purchase. Restricted cash represents temporarily restricted deposits held as compensating balances against short-term borrowing arrangements. Cash, cash equivalents and restricted cash are based on Level 1 measurements. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, other current assets, and accounts payable approximate fair value because of the short maturity of these instruments. See Note 4 for discussion of the fair value measurement of assets acquired and liabilities assumed in the SDI acquisition. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable The components of accounts receivable consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Accounts receivable, gross $ 18,746 $ 19,823 Allowance for doubtful accounts (295 ) (548 ) Accounts receivable, net $ 18,451 $ 19,275 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 nine months ended June 30, 2019 and 2018 . Allowance for Doubtful Accounts (in thousands) For the three months ended June 30, For the nine months ended June 30, 2019 2018 2019 2018 Balance at beginning of period $ 267 $ 95 $ 548 $ 22 Provision adjustment - expense, net of recoveries 62 524 62 599 Write-offs and other adjustments - deductions to receivable balances (34 ) (21 ) (315 ) (23 ) Balance at end of period $ 295 $ 598 $ 295 $ 598 |
Inventory
Inventory | 9 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The components of inventory consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Raw materials $ 17,931 $ 11,857 Work in-process 9,249 5,402 Finished goods 4,855 5,024 Inventory balance at end of period $ 32,035 $ 22,283 Current portion $ 31,123 $ 20,850 Non-Current portion $ 912 $ 1,433 The non-current inventory balance of $0.9 million and $1.4 million as of June 30, 2019 and September 30, 2018 , 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. During the three and nine months ended June 30, 2019 , we recorded a $0.2 million and $0.7 million reserve, respectively, on non-current inventory due to the decline in sales and future demand of the inventory. During the three and nine months ended June 30, 2018 , we recorded a $0.5 million write-down on non-current inventory due to the decline in sales and future demand of the inventory. |
Property, Plant, and Equipment,
Property, Plant, and Equipment, net | 9 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, net | Property, Plant, and Equipment, net The components of property, plant, and equipment, net consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 SDI land and building $ 12,890 $ — Building and improvements 257 — Equipment 41,170 36,625 Furniture and fixtures 1,109 1,109 Computer hardware and software 3,526 2,928 Leasehold improvements 2,560 2,049 Construction in progress 8,742 3,648 Property, plant, and equipment, gross $ 70,254 $ 46,359 Accumulated depreciation (33,023 ) (28,143 ) Property, plant, and equipment, net $ 37,231 $ 18,216 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Compensation $ 4,354 $ 3,065 Warranty 656 642 Professional fees 3,929 604 Customer deposits 738 22 Deferred revenue — 368 Income and other taxes 12,113 7,593 Severance and restructuring accruals — 82 Other 1,672 1,829 Accrued expenses and other current liabilities $ 23,462 $ 14,205 Compensation : Compensation is primarily comprised of accrued employee salaries, taxes and benefits. Severance and restructuring accruals : On December 4, 2018 , the Company and Jikun Kim, the Company's former Chief Financial Officer, entered into a Separation and General Release Agreement (the “Separation Agreement”) pursuant to which the Company and Mr. Kim agreed that he would cease service with the Company effective as of December 31, 2018 (the “Separation Date”). The Separation Agreement provided for, among other things, the continuation of his base salary for a period of two months following the Separation Date and a lump sum payment of $22,875 in lieu of any cash bonus payment under the Company’s Fiscal Year 2018 Bonus Plan, in each case subject to his execution and non-revocation of a general release agreement releasing the Company from any liability or obligation to him and compliance with certain confidentiality, non-solicitation and other restrictive covenants as provided in the Separation Agreement. Mr. Kim’s outstanding equity awards that remained unvested as of the Separation Date were cancelled and terminated. The Company recorded a charge of approximately $0.1 million in the nine months ended June 30, 2019 related to this Separation Agreement. Our severance and restructuring-related accruals specifically relate to the Separation Agreement described 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 consolidated statements of operations and comprehensive loss. The following table summarizes the changes in the severance and restructuring accrual account: (in thousands) 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 (64 ) (75 ) (139 ) Balance as of June 30, 2019 $ — $ — $ — Warranty: The following table summarizes the changes in our product warranty accrual accounts: Product Warranty Accruals For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Balance at beginning of period $ 599 $ 837 $ 642 $ 684 Provision for product warranty - expense 34 54 139 336 Warranty liability assumed in acquisition liability 80 — 80 — Adjustments and utilization of warranty accrual (57 ) (126 ) (205 ) (255 ) Balance at end of period $ 656 $ 765 $ 656 $ 765 |
Credit Facilities
Credit Facilities | 9 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Credit Facilities On November 11, 2010, we entered into a Credit and Security Agreement (as amended, 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 July 27, 2017 , we entered into a Ninth Amendment of the Credit Facility which adjusted the interest rate to LIBOR plus 1.75% . On November 7, 2018 , we entered into a Tenth Amendment of the Credit Facility which extended the maturity date of the facility to November 2021 . 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, acquisitions, and other general corporate purpose subject to a requirement, for certain specific uses, that the Company have liquidity of at least $25.0 million after such use. As of June 30, 2019 , there were no amounts outstanding under this Credit Facility and the Company was in compliance with all financial covenants. Also, as of June 30, 2019 , the Credit Facility had approximately $0.5 million reserved for one outstanding stand-by letter of credit and $6.4 million available for borrowing. As of August 2, 2019 , there was an outstanding balance under this Credit Facility of $1.6 million , $0.5 million reserved for one outstanding stand-by letter of credit and $6.8 million available for borrowing. |
Income and Other Taxes
Income and Other Taxes | 9 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income and Other Taxes | Income and Other Taxes For the three months ended June 30, 2019 and 2018 , the Company recorded income tax expense of approximately $14,000 and $0 , respectively. Income tax expense for the three months ended June 30, 2019 is primarily comprised of state minimum tax expense. For the nine months ended June 30, 2019 and 2018 , the Company recorded income tax (expense) benefit of approximately $(44,000) and $0.5 million , respectively. Income tax expense for the nine months ended June 30, 2019 is primarily comprised of state minimum tax expense. Income tax benefit for the nine months ended June 30, 2018 is primarily comprised of the effect of the December 22, 2017 “Tax Act” which eliminated AMT and resulted in a refund to the Company of amounts paid in prior fiscal years. For the three months ended June 30, 2019 and 2018 , the effective tax rate on continuing operations was 0.1% and 0.0% , respectively. The higher tax rate for the three months ended June 30, 2019 is primarily due to the state minimum tax expense. For the nine months ended June 30, 2019 and 2018 , the effective tax rate on continuing operations was 0.2% and (4.2)% , respectively. The lower tax rate for the nine months ended June 30, 2019 is primarily due to the operating loss and state minimum tax expense. The higher beneficial tax rate for the nine months ended June 30, 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. Income tax expense is comprised of estimated alternative minimum tax and foreign tax expense. The Company uses some estimates to forecast permanent differences between book and tax accounting. We have not provided for income taxes on non-U.S. subsidiaries' undistributed earnings as of June 30, 2019 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 June 30, 2019 . However, on a quarterly basis, the Company will evaluate the positive and negative evidence to assess whether the more likely than not criteria, has been satisfied in determining whether there will be further adjustments to the valuation allowance. During the three and nine months ended June 30, 2019 and 2018 , there were no material increases or decreases in unrecognized tax benefits. As of June 30, 2019 and September 30, 2018 , we had approximately $0.5 million and $0.4 million , respectively, of interest and penalties accrued as tax liabilities on our balance sheet. We believe that it is reasonably possible that none of the uncertain tax positions will be paid or settled within the next 12 months. Interest that is accrued on tax liabilities is recorded within interest expense on the condensed consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Lease Obligations : We lease certain facilities and equipment under non-cancelable operating leases. Operating lease amounts exclude 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. Option periods have been included in the computation of rent expense where such options are likely to be exercised due to significant economic incentive. Rent expense was approximately $0.3 million for the three months ended June 30, 2019 and 2018 . Rent expense was approximately $1.0 million and $0.9 million for the three and nine months ended June 30, 2019 and 2018 . 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. 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 months ended June 30, 2019 and 2018 . Accretion expense of $14,000 and $17,000 was recorded during the three months ended June 30, 2019 and 2018 , respectively. Accretion expense of $41,000 and $0.1 million was recorded during the nine months ended June 30, 2019 and 2018 , 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 March 2019, amendments to leases for five of the six buildings were signed, extending the terms of the leases for these buildings for an additional three years through September 2023, plus a three year EMCORE option to extend the leases through September 2026. Management has determined that there is a significant economic incentive to exercise the options and the lease period will include the option periods for accounting purposes. In connection with the lease agreement, the Company has recorded an ARO liability at June 30, 2019 and September 30, 2018 of $1.8 million . The lease related to the sixth building expired in 2011, and this building is 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 . In May 2016 (and retroactively effective on February 1, 2016), the Company entered into a five year lease agreement for facilities in Beijing, China where some manufacturing work is to be performed. In connection with the lease agreement, the Company has recorded an ARO liability in the amount of $0.1 million at June 30, 2019 and September 30, 2018 . In February 2019, the lease and related obligations, including ARO, at our former facility in Ivyland, Pennsylvania was terminated, resulting in no payment by the Company. As a result of this termination, the Company reduced its ARO associated with the former Pennsylvania facility by $40,000 and recorded a gain on the termination in the three and nine months ended June 30, 2019 . Indemnifications : We have agreed to indemnify certain customers against claims of infringement of intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations. We enter into indemnification agreements with each of our directors and executive officers pursuant to which we agree to indemnify them for certain potential expenses and liabilities arising from their status as a director or executive officer of the Company. We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and executive officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Legal Proceedings : We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the ordinary course of business. The outcome of these matters is currently not determinable and we are unable to estimate a range of loss, should a loss occur, from these proceedings. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties and the results of these matters cannot be predicted with certainty. Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Should we fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, then the financial results of that particular reporting period could be materially affected. a) Intellectual Property Lawsuits We protect our proprietary technology by applying for patents where appropriate and, in other cases, by preserving the technology, related know-how and information as trade secrets. The success and competitive position of our product lines are impacted by our ability to obtain intellectual property protection for our research and development efforts. We have, from time to time, exchanged correspondence with third parties regarding the assertion of patent or other intellectual property rights in connection with certain of our products and processes. b) Phoenix Navigation Components, LLC Legal Proceedings On June 12, 2018, Phoenix Navigation Components, LLC (“Phoenix”) commenced an arbitration against EMCORE with the American Arbitration Association (“AAA”) in New York. On August 31, 2018, Phoenix filed a First Amended Demand for Arbitration, asserting the following claims: breach of contract, breach of the covenant of good faith and fair dealing, misappropriation of trade secrets (under the Defend Trade Secrets Act, 18 U.S.C. § 1836, and New York law), conversion, unjust enrichment, correction of inventorship relating to U.S. Patent No. 8,773,665, and declaratory relief, relating to EMCORE’s termination of certain agreements entered into between EMCORE and Phoenix related to the purported license of certain intellectual property related to fiber optic gyroscope technology and disputed royalty payments related thereto. On September 14, 2018, EMCORE filed an Answering Statement and Counterclaim, denying all of Phoenix’s claims and asserting counterclaims for breach of the implied covenant of good faith and fair dealing and declaratory relief. On June 21, 2019, an interim award (the “Interim Award”) was issued in connection with all claims in the AAA proceeding other than the claims related to correction of inventorship and declaratory relief relating to U.S. Patent No. 8,773,665 (the “Patent Claims”). While Phoenix ultimately sought $21.2 million in total damages, plus attorneys’ fees and costs, in the Interim Award, the arbitrator found in the Interim Award that (i) Phoenix's claim for breach of the covenant of good faith and fair dealing was denied; (ii) Phoenix's claim for breach of the agreements entered with EMCORE for failure to provide funding for non-recurring engineering was denied; (iii) Phoenix's claim for unjust enrichment was denied; (iv) Phoenix's claim for conversion was granted, but damages for that claim duplicate the damages on the breach of contract and misappropriation of trade secret claims described below and no incremental damages were awarded based on the granting of this claim; (v) EMCORE's request for a declaration that, as between EMCORE and Phoenix, EMCORE owns its proprietary IOC and transceiver was granted. The arbitrator also found in the Interim Award that (i) EMCORE breached certain license agreements entered into with Phoenix by failing to make royalty payments due and failing to provide required accountings, (ii) Phoenix and its members are no longer subject to prior exclusivity restrictions; (iii) EMCORE's claim for breach of the covenant of good faith and fair dealing was denied; and (iv) the proceedings for Phoenix's additional claims and EMCORE's counterclaim with respect to the Patent Claims shall be established by a future proceeding. Further, out of the original 97 trade secret subpart claims by Phoenix, the arbitrator found in the Interim Award that EMCORE had misappropriated a total of five trade secret subparts (the “Deemed Trade Secrets”), and found that at least one Deemed Trade Secret is currently used in seven EMCORE products (the “EMCORE Products”). The arbitrator found that as a result of the foregoing, royalties of 7.5% of the sale price are owed, to the extent not previously paid, on (i) sales through July 16, 2018 on all fiber optic gyroscopes sold by EMCORE, and (ii) sales from July 16, 2018 through May 31, 2019 of the EMCORE Products whether standalone or incorporated into a larger product, in each case together with interest at the New York statutory rate of 9% simple interest. In the three and nine months ended June 30, 2019 , we accrued an additional $0.1 million related to royalties and $0.1 million of related interest expense, in each case a result of the Interim Award. The additional royalty accrual of $0.1 million has been recorded as “Other” within “Accrued expenses and other current liabilities” on our Condensed Consolidated Balance Sheets as of June 30, 2019 and included in “cost of goods sold expense” on our Condensed Consolidated Statement of Operations and Comprehensive Loss for the three and nine months ended June 30, 2019 . On July 12, 2019, EMCORE submitted a proposed accounting of royalties owed to Phoenix of all FOG and IMU sales during the period of January 1, 2008 through May 31, 2019, reflecting that additional royalties and interest in an amount totaling approximately $0.7 million was payable to Phoenix, approximately $0.6 million of which was previously accrued for in EMCORE’s previously filed financial statements. On July 15, 2019 Phoenix submitted objections to the arbitrator regarding EMCORE’s proposed accounting and on July 30, 2019, Phoenix submitted further objections to EMCORE's proposed accounting, in each case, seeking, among other items, an award of additional royalties, attorneys’ fees and costs. On August 6, 2019, the arbitrator issued an order denying Phoenix's various claims for additional royalties and deferring a decision on Phoenix's requests related to attorneys' fees until conclusion of the AAA arbitration. In the Interim Award, the arbitrator further determined that EMCORE shall pay Phoenix a royalty of 7.5% of the sale price on (i) future customer payments for EMCORE Product contracts previously entered into and (ii) customer payments for future sales of any product using any Deemed Trade Secret, in each case payable in a single lump sum within one month of completion of the calendar quarter in which payment has been received from the customer, and shall concurrently submit to Phoenix a written report that sets forth the calculation of the amount of the royalty payment in a form similar to previous royalty reports, provided that following the first $1.0 million of royalty payments on the EMP-1 product only, inclusive of payments made to date, EMCORE will pay to Phoenix a royalty of 2.25% of the sale price (net of any warranty work, returns, rebates, discounts or credits). EMCORE is required to continue to make royalty payments in this manner until such time as it has in good faith determined, and can so document, that it has completely ceased use of the Deemed Trade Secrets, and at such time, EMCORE shall provide Phoenix written notice of same by certified letter, return receipt requested. In addition, the arbitrator found in the Interim Award that Phoenix was the prevailing party, and Phoenix was awarded attorneys' fees and costs in the amount of approximately $3.7 million , which amount was reduced 10% from Phoenix’s attorneys’ fees request. The attorneys' fees and costs accrued of $3.7 million has been recorded as “Professional fees” within “Accrued expenses and other current liabilities” on our Condensed Consolidated Balance Sheets as of June 30, 2019 and has been included in “selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended June 30, 2019 . A second AAA arbitration hearing on the Patent Claims has been scheduled for November 2019. We believe that the Patent Claims asserted by Phoenix are without merit and we intend to vigorously defend ourselves against them. On June 21, 2018, Phoenix Navigation Components, LLC commenced a special proceeding against EMCORE in the New York Supreme Court, Commercial Division, Index No. 653128/2018. As part of the special proceeding, Phoenix filed an application for a preliminary injunction in aid of arbitration pursuant to CLPR 7502(c), in connection with the AAA arbitration proceeding in New York. On August 6, 2018, Phoenix’s application was resolved pursuant to a stipulation between EMCORE and Phoenix. This special proceeding remains open pending final resolution of the AAA arbitration. |
Equity
Equity | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity Equity Plans We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain four equity incentive compensation plans, collectively described below as our “Equity Plans”: • the 2000 Stock Option Plan, • the 2010 Equity Incentive Plan (“2010 Plan”), • the 2012 Equity Incentive Plan (“2012 Plan”), and • the 2019 Equity Incentive Plan (“2019 Plan”). We issue new shares of common stock to satisfy awards issued under our Equity Plans. Stock 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 nine months ended June 30, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (*) (in thousands) Outstanding as of September 30, 2018 69,980 $4.74 Granted — — Exercised (208 ) $3.97 — Forfeited (1,614 ) $3.92 Expired (2,242 ) $4.62 Outstanding as of June 30, 2019 65,916 $4.77 4.23 $ 1 Exercisable as of June 30, 2019 50,318 $4.75 3.58 $ 1 Vested and expected to vest as of June 30, 2019 65,916 $4.77 4.23 $ 1 (*) 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 nine months ended June 30, 2018 , the intrinsic value of options exercised was $14,000 . As of June 30, 2019 , there was approximately $27,000 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 1.2 years . Valuation Assumptions There were no stock option grants for the nine months ended June 30, 2019 and 2018 . Time-Based Restricted Stock Time-based restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) granted to employees under the 2010 Plan, 2012 Plan or 2019 Plan typically vest over 3 to 4 years and are subject to forfeiture if employment terminates prior to the vesting or lapse of the restrictions, as applicable. 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 nine months ended June 30, 2019 : 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, 2018 1,011,621 $6.04 8,154 $8.20 Granted 600,722 $3.88 — $0.00 Vested (319,049 ) $5.94 — $0.00 Forfeited (395,115 ) $5.21 — $0.00 Non-vested as of June 30, 2019 898,179 $4.99 8,154 $8.20 As of June 30, 2019 , there was approximately $4.0 million of remaining unamortized stock-based compensation expense associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 3.0 years. The 0.9 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of approximately $3.0 million and a weighted average remaining contractual term of 1.2 years. For the nine months ended June 30, 2019 and 2018 , the intrinsic value of RSUs vested was approximately $1.3 million and $2.3 million , respectively. For the nine months ended June 30, 2018 , the weighted average grant date fair value of RSUs granted was $5.81 per share. As of June 30, 2019 , there was approximately $28,000 of remaining unamortized stock-based compensation expense associated with RSAs, which will be expensed over a weighted average remaining service period of approximately 1.3 years . Performance Stock Performance based restricted stock units (“PSUs”) and performance based shares of restricted stock (“PRSAs”) granted to employees under the 2012 Plan or 2019 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 the Russell Microcap Index. The following table summarizes the activity related to PSUs and PRSAs for the nine months ended June 30, 2019 : 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, 2018 397,777 $8.48 33,333 $12.25 Granted 280,000 $5.19 — $0.00 Vested (30,874 ) $7.14 — $0.00 Forfeited (172,579 ) $7.39 — $0.00 Non-vested as of June 30, 2019 474,324 $7.02 33,333 $12.25 As of June 30, 2019 , there was approximately $2.0 million of remaining unamortized stock-based compensation expense associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 2.1 years. The 0.5 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $1.6 million and a weighted average remaining contractual term of 2.1 years. There were no PSUs vested in the three months ended June 30, 2019 and 2018 . For the nine months ended June 30, 2019 and 2018 , the intrinsic value of PSUs vested was approximately $0.2 million and $1.4 million , respectively. For the nine months ended June 30, 2018 , the weighted average grant date fair value of PSUs granted was $7.62 . As of June 30, 2019 , there was approximately $0.1 million of remaining unamortized stock-based compensation expense associated with PRSAs, which will be expensed over a weighted average remaining service period of approximately 0.3 years . 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 June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Employee stock options $ 6 $ 6 $ 20 $ 26 Restricted stock units and awards 380 400 1,162 1,263 Performance stock units and awards 188 330 357 980 Employee stock purchase plan 50 64 132 225 Outside director equity awards and fees in common stock 53 65 152 219 Total stock-based compensation expense $ 677 $ 865 $ 1,823 $ 2,713 Stock-based Compensation Expense - by expense type For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Cost of revenue $ 121 $ 83 $ 341 $ 337 Selling, general, and administrative 367 625 999 1,915 Research and development 189 157 483 461 Total stock-based compensation expense $ 677 $ 865 $ 1,823 $ 2,713 Stock-based compensation within selling, general and administrative expense was lower for the nine months ended June 30, 2019 due to the reversal of previously recognized expense associated with the forfeiture of unvested RSUs and PSUs of our former CFO Jikun Kim. 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 June 30, 2019 and 2018 was approximately $0.2 million and $0.1 million , respectively . Our matching contribution in cash for each of the nine months ended June 30, 2019 and 2018 was approximately $0.4 million . Loss Per Share The following table sets forth the computation of basic and diluted net loss per share: Basic and Diluted Net Loss Per Share For the three months ended June 30, For the nine months ended June 30, (in thousands, except per share) 2019 2018 2019 2018 Numerator: Loss from continuing operations $ (10,477 ) $ (8,414 ) $ (21,009 ) $ (11,567 ) Undistributed earnings allocated to common shareholders for basic and diluted net income per share (10,477 ) (8,414 ) (21,009 ) (11,567 ) Denominator: Denominator for basic and fully diluted net loss per share - weighted average shares outstanding 28,005 27,387 27,730 27,204 Net loss per basic and fully diluted share $ (0.37 ) $ (0.31 ) $ (0.76 ) $ (0.43 ) Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation 1,317 725 881 725 Average market price of common stock $ 3.72 $ 5.06 $ 4.22 $ 6.20 For diluted loss 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 months ended June 30, 2019 and 2018 due to the Company incurring a net loss for the period. Employee Stock Purchase Plan We maintain an Employee Stock Purchase Plan (“ESPP”) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6 -month duration plan with new participation periods beginning on approximately February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last trading day of the participation period, whichever is lower, and annual contributions are limited to the lower of 10% of an employee's compensation or $25,000 . Future Issuances As of June 30, 2019 , 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 65,916 Unvested restricted stock units and awards 906,333 Unvested performance stock units and awards (at 200% maximum payout) 1,015,314 Purchases under the employee stock purchase plan 674,152 Issuance of stock-based awards under the Equity Plans 2,866,757 Purchases under the officer and director share purchase plan 88,741 Total reserved 5,617,213 |
Geographical Information
Geographical Information | 9 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Geographical Information | 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, Fiber Optics. 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 June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 United States and Canada $ 14,208 $ 12,965 $ 48,432 $ 47,984 Asia 1,684 3,116 9,936 7,919 Europe 1,315 1,534 4,362 4,266 Other 12 102 235 207 Total revenue $ 17,219 $ 17,717 $ 62,965 $ 60,376 Significant Customers : Significant customers are defined as customers representing greater than 10% of our consolidated revenue. Revenue from three and two of our significant customers represented an aggregate of 52% and 56% of our consolidated revenue for the three months ended June 30, 2019 and 2018 , respectively. Revenue from three and two of our significant customers represented an aggregate of 57% and 58% of our consolidated revenue for the nine months ended June 30, 2019 and 2018 , respectively. Long-lived Assets : Long-lived assets consist of land, building and property, plant, and equipment. As of June 30, 2019 and September 30, 2018 , approximately 89% and 49% , respectively, of our long-lived assets were located in the United States. The remaining long-lived assets are primarily located in China. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | New Accounting Updates Recently Adopted • In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) , which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. Under the new standard, 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. Effective October 1, 2018, we adopted the requirements of Topic 606 using the modified retrospective method. The adoption of Topic 606 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. • In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting . ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance is intended to reduce diversity in practice and result in fewer changes to the terms of an award being accounted for as a modification. Under ASU 2017-09, an entity will not apply modification accounting to a share-based payment award if the award’s fair value, vesting conditions and classification as an equity or liability instrument are the same immediately before and after the change. ASU 2017-09 will be applied prospectively to awards modified on or after the adoption date. The new standard was effective for our fiscal year beginning October 1, 2018. The adoption of ASU 2017-09 did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. • In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilitie s. This ASU amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, and supersedes the guidance to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale) and requires equity securities to be measured at fair value with changes in the fair value recognized through net income. This new standard was effective for our fiscal year beginning October 1, 2018. The adoption of ASU 2016-01 did not have an impact on our condensed consolidated financial statements and related disclosures. (b) Recent Accounting Standards or Updates Not Yet Effective • In June 2016, the FASB issued ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net earnings. The new standard is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. The new standard will be effective for our fiscal year beginning October 1, 2020 and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it may have on its condensed consolidated financial statements and related disclosures. • I n February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 introduces a lessee model that requires recognition of assets and liabilities arising from qualified leases on the consolidated balance sheets and disclosure of qualitative and quantitative information about lease transactions. This guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those years. We are in the process of implementing changes to our systems and processes in conjunction with our review of lease agreements. Topic 842 will be effective for our fiscal year beginning October 1, 2019 and we expect to elect certain available transitional practical expedients. The Company will utilize the modified retrospective method and will recognize any cumulative effect adjustment in accumulated deficit at the beginning of the period of adoption. The Company has performed an assessment of the impact that the adoption of ASU 2016-02 will have on the consolidated financial statements and related disclosures. Based on that assessment, the Company has estimated that the adoption of ASU 2016-02 will result in the recognition of approximately $2.5 million to $3.5 million of right-of-use assets and lease liabilities based on the present value of future minimum lease payments for currently executed leases. The Company does not expect the adoption of this new guidance to have a significant impact on its Consolidated Statements of Operations or its Consolidated Statements of Cash Flows. |
Revenue Recognition | Revenue Recognition - To determine the proper revenue recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. The vast majority of our revenues are from product sales to our customers, pursuant to purchase orders with short lead times. Revenues from product sales are recognized when the customer obtains control of our product, which occurs at a point in time. The Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard. When we perform shipping and handling activities after the transfer of control to the customer (e.g. when control transfers prior to delivery), they are considered fulfillment activities, and accordingly, the costs are accrued when the related revenue is recognized. We expense incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that we would have recognized is one year or less. In certain instances, inventory is maintained by our customers at consigned locations. Revenues from consigned sales are recognized when the customer obtains control of our product, which occurs at a point in time. This is typically when the customer pulls product for use. We use a number of wholesale distributors around the world and recognize revenue when the wholesale distributor obtains control of our product, which occurs at a point in time, typically upon shipment. Our wholesale distributors are contractually obligated to pay us on standard commercial terms, consistent with our end-use customers. We do not sell to wholesale distributors on consignment and do not give wholesale distributors a right of return. In certain instances, prior to customers accepting product that is manufactured at one of our contract manufacturers, these customers require that they first qualify the product and manufacturing processes at our contract manufacturer (e.g. customer acceptance clause). The customers’ qualification process determines whether the product manufactured at our contract manufacturer achieves their quality, performance, and reliability standards. After a customer completes the initial qualification process, we receive approval to ship qualified product to that customer. Revenues are recognized when the customer obtains control of the qualified product, which occurs at a point in time, typically upon shipment. To a lesser extent, we enter into other types of contracts including non-recurring engineering contracts. We recognize revenue for these arrangements over time or at a point in time depending on our evaluation of when the customer obtains control of the promised goods or services. For contracts that include multiple performance obligations, we allocate revenue to each performance obligation based on estimates of the relative standalone selling price that we would charge the customer for each promised product or service. |
Receivables, Net | Receivables, Net - Receivables, net, include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. Payments are generally due within 90 days or less of invoicing and do not include a significant financing component. We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. The allowance for doubtful accounts is based on the age of receivables and a specific identification of receivables considered at risk of collection. |
Product Warranty Reserves | Product Warranty Reserves - We provide our customers with warranty claims for certain products and warranty-related services are not considered a separate performance obligation. Pursuant to Accounting Standards Codification (“ASC”) 450, Contingencies , we make estimates of product warranty expense using historical experience rates and accrue estimated warranty expense as a cost of revenue. We estimate the costs of our warranty obligations based on historical experience of known product failure rates and anticipated rates of warranty claims, use of materials to repair or replace defective products, and service delivery costs incurred in correcting the product issues. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. |
Acquisition | Purchase Price Allocation The total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Due to the fact that the acquisition occurred in the current interim period, the Company's fair value estimates for the purchase price allocation are preliminary. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months). |
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 and Cash Equivalents, Unrestricted Cash and Cash Equivalents | 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. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents | Restricted cash represents temporarily restricted deposits held as compensating balances against short-term borrowing arrangements. |
Costs Associated with Exit or Disposal Activities or Restructurings | Expense related to severance and restructuring accruals is included in selling, general, and administrative expense on our consolidated statements of operations and comprehensive loss. |
Asset Retirement Obligation | 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. |
Legal Costs | Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably estimable. |
Segment Reporting | 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, Fiber Optics. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Revenue by Major Product Category | Revenue is also classified by major product category and is presented below: For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 % of Revenue 2018 % of Revenue 2019 % of Revenue 2018 % of Revenue Broadband $ 9,761 57 % 13,650 77 % $ 41,238 66 % 48,195 80 % Chips 1,854 11 % 2,476 14 % 9,570 15 % 7,522 12 % Navigation 5,604 32 % 1,591 9 % 12,157 19 % 4,659 8 % Total revenue $ 17,219 100 % $ 17,717 100 % $ 62,965 100 % $ 60,376 100 % |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of SDI based on their estimated fair values as of the acquisition date. The fair values assigned to assets acquired and liabilities assumed are based on management’s best estimates and assumptions at the acquisition date. (in thousands) Amount Weighted Average Useful Life (years) Developed technology $ 250 7 Total identifiable intangible assets 250 Goodwill 798 Tangible assets acquired: Cash acquired $ 541 Inventories 8,522 Accounts receivable 4,291 Other assets 355 Land and building 12,890 Property and equipment 2,873 Total tangible assets acquired 29,472 Net liabilities assumed (4,817 ) Purchase price $ 25,703 |
Unaudited Pro Forma Information | The following unaudited pro forma financial information presented for the three and nine months ended June 30, 2019 and 2018 does not purport to be indicative of the results of operations that would have been achieved had the acquisition been consummated on October 1, 2017 , nor of the results which may occur in the future. The pro forma amounts are based upon available information and certain assumptions that the Company believes are reasonable. (in thousands, except per share data) For the three months ended June 30, For the nine months ended June 30, 2019 2018 2019 2018 Revenue $ 21,976 $ 24,557 $ 84,911 $ 81,742 Net loss $ (14,024 ) $ (9,017 ) $ (27,069 ) $ (11,487 ) Net loss per basic and diluted share $ (0.50 ) $ (0.33 ) $ (0.98 ) $ (0.42 ) Weighted-average number of basic and diluted shares outstanding 28,005 27,387 27,730 27,204 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash and Cash Equivalents, | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets that sum to the total of the same amounts shown in the unaudited statements of consolidated cash flows: As of As of As of (in thousands) June 30, 2019 September 30, 2018 June 30, 2018 Cash $ 3,368 $ 2,965 $ 4,440 Cash equivalents $ 17,135 $ 60,152 $ 60,872 Restricted cash 158 78 193 Total cash, cash equivalents and restricted cash $ 20,661 63,195 65,505 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the unaudited consolidated balance sheets that sum to the total of the same amounts shown in the unaudited statements of consolidated cash flows: As of As of As of (in thousands) June 30, 2019 September 30, 2018 June 30, 2018 Cash $ 3,368 $ 2,965 $ 4,440 Cash equivalents $ 17,135 $ 60,152 $ 60,872 Restricted cash 158 78 193 Total cash, cash equivalents and restricted cash $ 20,661 63,195 65,505 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | The components of accounts receivable consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Accounts receivable, gross $ 18,746 $ 19,823 Allowance for doubtful accounts (295 ) (548 ) Accounts receivable, net $ 18,451 $ 19,275 The following table summarizes changes in the allowance for doubtful accounts for the three and nine months ended June 30, 2019 and 2018 . Allowance for Doubtful Accounts (in thousands) For the three months ended June 30, For the nine months ended June 30, 2019 2018 2019 2018 Balance at beginning of period $ 267 $ 95 $ 548 $ 22 Provision adjustment - expense, net of recoveries 62 524 62 599 Write-offs and other adjustments - deductions to receivable balances (34 ) (21 ) (315 ) (23 ) Balance at end of period $ 295 $ 598 $ 295 $ 598 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventory consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Raw materials $ 17,931 $ 11,857 Work in-process 9,249 5,402 Finished goods 4,855 5,024 Inventory balance at end of period $ 32,035 $ 22,283 Current portion $ 31,123 $ 20,850 Non-Current portion $ 912 $ 1,433 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, net (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The components of property, plant, and equipment, net consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 SDI land and building $ 12,890 $ — Building and improvements 257 — Equipment 41,170 36,625 Furniture and fixtures 1,109 1,109 Computer hardware and software 3,526 2,928 Leasehold improvements 2,560 2,049 Construction in progress 8,742 3,648 Property, plant, and equipment, gross $ 70,254 $ 46,359 Accumulated depreciation (33,023 ) (28,143 ) Property, plant, and equipment, net $ 37,231 $ 18,216 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The components of accrued expenses and other current liabilities consisted of the following: As of (in thousands) June 30, 2019 September 30, 2018 Compensation $ 4,354 $ 3,065 Warranty 656 642 Professional fees 3,929 604 Customer deposits 738 22 Deferred revenue — 368 Income and other taxes 12,113 7,593 Severance and restructuring accruals — 82 Other 1,672 1,829 Accrued expenses and other current liabilities $ 23,462 $ 14,205 |
Schedule of Restructuring and Related Costs | The following table summarizes the changes in the severance and restructuring accrual account: (in thousands) 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 (64 ) (75 ) (139 ) Balance as of June 30, 2019 $ — $ — $ — |
Schedule of Product Warranty Accruals | The following table summarizes the changes in our product warranty accrual accounts: Product Warranty Accruals For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Balance at beginning of period $ 599 $ 837 $ 642 $ 684 Provision for product warranty - expense 34 54 139 336 Warranty liability assumed in acquisition liability 80 — 80 — Adjustments and utilization of warranty accrual (57 ) (126 ) (205 ) (255 ) Balance at end of period $ 656 $ 765 $ 656 $ 765 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stock Options Activity | The following table summarizes stock option activity under the Equity Plans for the nine months ended June 30, 2019 : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (*) (in thousands) Outstanding as of September 30, 2018 69,980 $4.74 Granted — — Exercised (208 ) $3.97 — Forfeited (1,614 ) $3.92 Expired (2,242 ) $4.62 Outstanding as of June 30, 2019 65,916 $4.77 4.23 $ 1 Exercisable as of June 30, 2019 50,318 $4.75 3.58 $ 1 Vested and expected to vest as of June 30, 2019 65,916 $4.77 4.23 $ 1 (*) 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 nine months ended June 30, 2018 , the intrinsic value of options exercised was $14,000 . |
Schedule of Restricted Stock Activity | The following table summarizes the activity related to RSUs and RSAs subject to time-based vesting requirements for the nine months ended June 30, 2019 : 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, 2018 1,011,621 $6.04 8,154 $8.20 Granted 600,722 $3.88 — $0.00 Vested (319,049 ) $5.94 — $0.00 Forfeited (395,115 ) $5.21 — $0.00 Non-vested as of June 30, 2019 898,179 $4.99 8,154 $8.20 |
Schedule of Performance Share Activity | The following table summarizes the activity related to PSUs and PRSAs for the nine months ended June 30, 2019 : 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, 2018 397,777 $8.48 33,333 $12.25 Granted 280,000 $5.19 — $0.00 Vested (30,874 ) $7.14 — $0.00 Forfeited (172,579 ) $7.39 — $0.00 Non-vested as of June 30, 2019 474,324 $7.02 33,333 $12.25 |
Schedule of Stock-based Compensation Expense - By Award Type | The effect of recording stock-based compensation expense was as follows: Stock-based Compensation Expense - by award type For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Employee stock options $ 6 $ 6 $ 20 $ 26 Restricted stock units and awards 380 400 1,162 1,263 Performance stock units and awards 188 330 357 980 Employee stock purchase plan 50 64 132 225 Outside director equity awards and fees in common stock 53 65 152 219 Total stock-based compensation expense $ 677 $ 865 $ 1,823 $ 2,713 |
Schedule of Stock-based Compensation Expense - By Expense Type | Stock-based Compensation Expense - by expense type For the three months ended June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 Cost of revenue $ 121 $ 83 $ 341 $ 337 Selling, general, and administrative 367 625 999 1,915 Research and development 189 157 483 461 Total stock-based compensation expense $ 677 $ 865 $ 1,823 $ 2,713 |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share: Basic and Diluted Net Loss Per Share For the three months ended June 30, For the nine months ended June 30, (in thousands, except per share) 2019 2018 2019 2018 Numerator: Loss from continuing operations $ (10,477 ) $ (8,414 ) $ (21,009 ) $ (11,567 ) Undistributed earnings allocated to common shareholders for basic and diluted net income per share (10,477 ) (8,414 ) (21,009 ) (11,567 ) Denominator: Denominator for basic and fully diluted net loss per share - weighted average shares outstanding 28,005 27,387 27,730 27,204 Net loss per basic and fully diluted share $ (0.37 ) $ (0.31 ) $ (0.76 ) $ (0.43 ) Weighted average antidilutive options, unvested restricted stock units and awards, unvested performance stock units and ESPP shares excluded from the computation 1,317 725 881 725 Average market price of common stock $ 3.72 $ 5.06 $ 4.22 $ 6.20 |
Schedule of Common Stock Reserved for Future Issuances | As of June 30, 2019 , 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 65,916 Unvested restricted stock units and awards 906,333 Unvested performance stock units and awards (at 200% maximum payout) 1,015,314 Purchases under the employee stock purchase plan 674,152 Issuance of stock-based awards under the Equity Plans 2,866,757 Purchases under the officer and director share purchase plan 88,741 Total reserved 5,617,213 |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Region | 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 June 30, For the nine months ended June 30, (in thousands) 2019 2018 2019 2018 United States and Canada $ 14,208 $ 12,965 $ 48,432 $ 47,984 Asia 1,684 3,116 9,936 7,919 Europe 1,315 1,534 4,362 4,266 Other 12 102 235 207 Total revenue $ 17,219 $ 17,717 $ 62,965 $ 60,376 |
Description of Business (Busine
Description of Business (Business Overview) (Details) | 9 Months Ended |
Jun. 30, 2019product_linesegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reporting segments | segment | 1 |
Number of product lines | product_line | 3 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - Forecast - Accounting Standards Update 2016-02 $ in Millions | Jun. 30, 2019USD ($) |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use asset | $ 2.5 |
Lease liability | 2.5 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use asset | 3.5 |
Lease liability | $ 3.5 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Millions | Jun. 30, 2019 | Sep. 30, 2018 |
Accounting Policies [Abstract] | ||
Receivables, net | $ 18.5 | $ 19.3 |
Transaction price allocated to performance obligation | $ 1.8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligation satisfaction period (months) | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-07-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be recognized over next twelve months (percentage) | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Revenue by Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 17,219 | $ 17,717 | $ 62,965 | $ 60,376 |
Broadband | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,761 | 13,650 | 41,238 | 48,195 |
Chips | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,854 | 2,476 | 9,570 | 7,522 |
Navigation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 5,604 | $ 1,591 | $ 12,157 | $ 4,659 |
Product Concentration Risk | Revenue from Contract with Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Product Concentration Risk | Revenue from Contract with Customer | Broadband | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 57.00% | 77.00% | 66.00% | 80.00% |
Product Concentration Risk | Revenue from Contract with Customer | Chips | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 11.00% | 14.00% | 15.00% | 12.00% |
Product Concentration Risk | Revenue from Contract with Customer | Navigation | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 32.00% | 9.00% | 19.00% | 8.00% |
Acquisition (Details)
Acquisition (Details) - Systron Donner Inertial, Inc. - USD ($) shares in Thousands, $ in Thousands | Jun. 07, 2019 | Jun. 30, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | |||
Total purchase price | $ 25,000 | ||
Payments to acquire business | 22,800 | ||
Adjustment to consideration transferred | 700 | ||
Net revenue from acquisition date | 2,000 | ||
Net loss from acquisition date | $ (5) | ||
Transaction costs | $ 300 | $ 700 | |
Common Stock | |||
Business Acquisition [Line Items] | |||
Common stock issues (shares) | 811 | ||
Common stock issued | $ 2,900 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2018 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $ 3,368 | $ 2,965 | $ 4,440 |
Cash equivalents | 17,135 | 60,152 | 60,872 |
Restricted cash | 158 | 78 | 193 |
Total cash, cash equivalents and restricted cash | $ 20,661 | $ 63,195 | $ 65,505 |
Acquisition - Assets Acquired a
Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 07, 2019 | Jun. 30, 2019 | Sep. 30, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 798 | $ 0 | |
Systron Donner Inertial, Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 250 | ||
Goodwill | 798 | ||
Cash acquired | 541 | ||
Inventories | 8,522 | ||
Accounts receivable | 4,291 | ||
Other assets | 355 | ||
Total tangible assets acquired | 29,472 | ||
Net liabilities assumed | (4,817) | ||
Purchase price | 25,703 | ||
Developed technology | Systron Donner Inertial, Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 250 | ||
Intangible assets useful life (years) | 7 years | ||
Land and building | Systron Donner Inertial, Inc. | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 12,890 | ||
Property and equipment | Systron Donner Inertial, Inc. | |||
Business Acquisition [Line Items] | |||
Property, plant and equipment | $ 2,873 |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - Systron Donner Inertial, Inc. - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 21,976 | $ 24,557 | $ 84,911 | $ 81,742 |
Net loss | $ (14,024) | $ (9,017) | $ (27,069) | $ (11,487) |
Net loss per basic share (USD per share) | $ (0.50) | $ (0.33) | $ (0.98) | $ (0.42) |
Net loss per diluted share (USD per share) | $ (0.50) | $ (0.33) | $ (0.98) | $ (0.42) |
Weighted-average number of basic shares outstanding (shares) | 28,005 | 27,387 | 27,730 | 27,204 |
Weighted-average number of diluted shares outstanding (shares) | 28,005 | 27,387 | 27,730 | 27,204 |
Accounts Receivable (Schedule o
Accounts Receivable (Schedule of Components of Accounts Receivable) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Receivables [Abstract] | ||
Accounts receivable, gross | $ 18,746 | $ 19,823 |
Allowance for doubtful accounts | (295) | (548) |
Accounts receivable, net | $ 18,451 | $ 19,275 |
Accounts Receivable (Allowance
Accounts Receivable (Allowance for Doubtful Accounts Rollforward) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of period | $ 548 | $ 22 |
Provision adjustment - expense, net of recoveries | 62 | 599 |
Write-offs and other adjustments - deductions to receivable balances | (315) | (23) |
Balance at end of period | $ 295 | $ 598 |
Inventory (Schedule of Componen
Inventory (Schedule of Components of Inventory) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |||||
Raw materials | $ 17,931 | $ 17,931 | $ 11,857 | ||
Work in-process | 9,249 | 9,249 | 5,402 | ||
Finished goods | 4,855 | 4,855 | 5,024 | ||
Inventory balance at end of period | 32,035 | 32,035 | 22,283 | ||
Current portion | 31,123 | 31,123 | 20,850 | ||
Non-Current portion | 912 | 912 | $ 1,433 | ||
Inventory valuation reserve | $ 0 | $ 500 | $ 700 | $ 500 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, net (Schedule of Property, Plant, and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 70,254 | $ 46,359 |
Accumulated depreciation | (33,023) | (28,143) |
Property, plant, and equipment, net | 37,231 | 18,216 |
SDI land and building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 12,890 | 0 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 257 | 0 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 41,170 | 36,625 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,109 | 1,109 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 3,526 | 2,928 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 2,560 | 2,049 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 8,742 | $ 3,648 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Sep. 30, 2018 |
Payables and Accruals [Abstract] | ||
Compensation | $ 4,354 | $ 3,065 |
Warranty | 656 | 642 |
Professional fees | 3,929 | 604 |
Customer deposits | 738 | 22 |
Deferred revenue | 0 | 368 |
Income and other taxes | 12,113 | 7,593 |
Severance and restructuring accruals | 0 | 82 |
Other | 1,672 | 1,829 |
Accrued expenses and other current liabilities | $ 23,462 | $ 14,205 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilities (Severance and Restructuring Accruals) (Narrative) (Details) - Chief Financial Officer - USD ($) | Dec. 04, 2018 | Jun. 30, 2019 |
Payables and Accruals [Line Items] | ||
Base salary continuance period | 2 months | |
Estimated charge related to separation agreement | $ 100,000 | |
Employee Severance | ||
Payables and Accruals [Line Items] | ||
Payment per Separation Agreement | $ 22,875 |
Accrued Expenses and Other Cu_5
Accrued Expenses and Other Current Liabilities (Schedule of Restructuring and Related Costs) (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2018 | $ 82 |
Expense - charged to accrual | 57 |
Payments and accrual adjustments | (139) |
Balance as of June 30, 2019 | 0 |
Severance-related accruals | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2018 | 7 |
Expense - charged to accrual | 57 |
Payments and accrual adjustments | (64) |
Balance as of June 30, 2019 | 0 |
Restructuring- related accruals | |
Restructuring Reserve [Roll Forward] | |
Balance as of September 30, 2018 | 75 |
Expense - charged to accrual | 0 |
Payments and accrual adjustments | (75) |
Balance as of June 30, 2019 | $ 0 |
Accrued Expenses and Other Cu_6
Accrued Expenses and Other Current Liabilities (Schedule of Product Warranty Accruals) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Balance at beginning of period | $ 599 | $ 837 | $ 642 | $ 684 |
Provision for product warranty - expense | 34 | 54 | 139 | 336 |
Warranty liability assumed in acquisition liability | 0 | 80 | 0 | |
Adjustments and utilization of warranty accrual | (57) | 126 | (205) | (255) |
Balance at end of period | $ 656 | $ 765 | $ 656 | $ 765 |
Credit Facilities (Narrative) (
Credit Facilities (Narrative) (Details) - Revolving Credit Facility | Jul. 27, 2017 | Aug. 02, 2019USD ($)letter_of_credit | Jun. 30, 2019USD ($)letter_of_credit |
Line of Credit Facility [Line Items] | |||
Liquidity requirement, minimum | $ 25,000,000 | ||
Long-term line of credit | 0 | ||
Subsequent Event | |||
Line of Credit Facility [Line Items] | |||
Long-term line of credit | $ 1,600,000 | ||
Ninth Amendment | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.75% | ||
Tenth Amendment | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 15,000,000 | ||
LIBOR Rate Loan | |||
Line of Credit Facility [Line Items] | |||
Standby letters of credit, total amount outstanding | $ 500,000 | ||
Number of standby letters of credit outstanding | letter_of_credit | 1 | ||
Remaining borrowing capacity | $ 6,400,000 | ||
LIBOR Rate Loan | Subsequent Event | |||
Line of Credit Facility [Line Items] | |||
Standby letters of credit, total amount outstanding | $ 500,000 | ||
Number of standby letters of credit outstanding | letter_of_credit | 1 | ||
Remaining borrowing capacity | $ 6,800,000 |
Income and Other Taxes (Narrati
Income and Other Taxes (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Income tax (expense) benefit | $ (14,000) | $ 0 | $ (44,000) | $ 502,000 | |
Effective tax rate on continuing operations | 0.10% | 0.00% | 0.20% | (4.20%) | |
Interest and penalties accrued as tax liabilities | $ 500,000 | $ 500,000 | $ 400,000 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2019USD ($)building | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)building | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($) | May 31, 2016 | |
Loss Contingencies [Line Items] | ||||||
Rent expense | $ 300 | $ 300 | $ 1,000 | $ 900 | ||
Risk-free rate, minimum | 1.20% | 1.20% | ||||
Risk-free rate, maximum | 4.20% | 4.20% | ||||
Accretion expense | $ 14 | $ 17 | $ 41 | $ 100 | ||
ARO terminated | 40 | 40 | ||||
Property in Alhambra, California | ||||||
Loss Contingencies [Line Items] | ||||||
ARO liability | 1,800 | $ 1,800 | $ 1,800 | |||
Period of effect driving ARO (years) | 30 years | |||||
Property in Beijing, China | ||||||
Loss Contingencies [Line Items] | ||||||
Lease length in years | 5 years | |||||
ARO liability | $ 100 | $ 100 | $ 100 | |||
Property Subject to Operating Lease | Building | ||||||
Loss Contingencies [Line Items] | ||||||
Number of buildings leased | building | 6 | 6 | ||||
Number of buildings with new leases signed | building | 5 | 5 | ||||
Lease length in years | 3 years | 3 years | ||||
Lease option length in years | 3 years | 3 years |
Commitments and Contingencies -
Commitments and Contingencies - Phoenix Navigation Components, LLC Legal Proceeding (Details) - Phoenix Navigation Components, LLC Legal Proceedings $ in Millions | Jul. 12, 2019USD ($) | Jun. 21, 2019USD ($)product_lineclaim | Jun. 30, 2019USD ($) |
Loss Contingencies [Line Items] | |||
Total damages sought | $ 21.2 | ||
Number of deemed trade secrets used | claim | 1 | ||
Number of products using deemed trade secrets | product_line | 7 | ||
Royalties owed (as percentage of sale price) | 7.50% | ||
Reduction of attorneys' fees owed (as a percent) | 10.00% | ||
Royalties owed after first $1 million of payments (as a percentage of sale price) | 2.25% | ||
Trade Secrets | |||
Loss Contingencies [Line Items] | |||
Number of pending claims | claim | 97 | ||
Number of claims settled | claim | 5 | ||
Royalty | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.1 | ||
Legal Expense | |||
Loss Contingencies [Line Items] | |||
Amount awarded to other party | $ 3.7 | ||
Interest | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.1 | ||
Royalties And Interest | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.6 | ||
Subsequent Event | Royalties And Interest | |||
Loss Contingencies [Line Items] | |||
Amount awarded to other party | $ 0.7 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | 9 Months Ended |
Jun. 30, 2019plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity incentive compensation plans maintained by the company | 4 |
Employee stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options, average minimum vesting period (in years) | 4 years |
Stock options, average maximum vesting period (in years) | 5 years |
Stock options, contractual life (in years) | 10 years |
Equity (Schedule of Stock Optio
Equity (Schedule of Stock Options Activity) (Details) | 9 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)shares | |
Number of Shares | ||
Outstanding, beginning of period (in shares) | shares | 69,980 | |
Granted (in shares) | shares | 0 | 0 |
Exercised (in shares) | shares | (208) | |
Forfeited (in shares) | shares | (1,614) | |
Expired (in shares) | shares | (2,242) | |
Outstanding, end of period (in shares) | shares | 65,916 | |
Exercisable (in shares) | shares | 50,318 | |
Vested and expected to vest (in shares) | shares | 65,916 | |
Weighted Average Exercise Price | ||
Outstanding, beginning of period (in usd per share) | $ / shares | $ 4.74 | |
Granted (in usd per share) | $ / shares | 0 | |
Exercised (in usd per share) | $ / shares | 3.97 | |
Forfeited (in usd per share) | $ / shares | 3.92 | |
Expired (in usd per share) | $ / shares | 4.62 | |
Outstanding, ending of period (in usd per share) | $ / shares | 4.77 | |
Exercisable (in usd per share) | $ / shares | 4.75 | |
Vested and expected to vest (in usd per share) | $ / shares | $ 4.77 | |
Weighted Average Remaining Contractual Life (in years) | ||
Weighted average remaining contractual life, outstanding (in years) | 4 years 2 months 23 days | |
Weighted average remaining contractual life, exercisable (in years) | 3 years 6 months 29 days | |
Weighted average remaining contractual term, vested and expected to vest (in years) | 4 years 2 months 23 days | |
Aggregate Intrinsic Value | ||
Intrinsic value of options exercised | $ | $ 0 | $ 14,000 |
Intrinsic value of shared outstanding | $ | 1,000 | |
Intrinsic value of shares exercisable | $ | 1,000 | |
Intrinsic value of shares vested and expected to vest | $ | 1,000 | |
Employee Stock Option | ||
Aggregate Intrinsic Value | ||
Unrecognized stock-based compensation expense | $ | $ 27,000 | |
Expected weighted average recognition period | 1 year 2 months 19 days |
Equity (Schedule of Restricted
Equity (Schedule of Restricted Stock Activity) (Details) - $ / shares | 9 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Restricted Stock Units | ||
Number of Shares | ||
Non-vested, beginning balance (in shares) | 1,011,621 | |
Granted (in shares) | 600,722 | |
Vested (in shares) | (319,049) | |
Forfeited (in shares) | (395,115) | |
Non-vested, ending balance (in shares) | 898,179 | |
Weighted Average Grant Date Fair Value | ||
Non-vested, beginning balance (in usd per share) | $ 6.04 | |
Weighted average fair value (in usd per share) | 3.88 | $ 5.81 |
Vested (in usd per share) | 5.94 | |
Forfeited (in usd per share) | 5.21 | |
Non-vested, ending balance (in usd per share) | $ 4.99 | |
Restricted Stock | ||
Number of Shares | ||
Non-vested, beginning balance (in shares) | 8,154 | |
Granted (in shares) | 0 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Non-vested, ending balance (in shares) | 8,154 | |
Weighted Average Grant Date Fair Value | ||
Non-vested, beginning balance (in usd per share) | $ 8.20 | |
Weighted average fair value (in usd per share) | 0 | |
Vested (in usd per share) | 0 | |
Forfeited (in usd per share) | 0 | |
Non-vested, ending balance (in usd per share) | $ 8.20 | |
Minimum | Equity Incentive Plans 2012 and 2010 | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 3 years | |
Maximum | Equity Incentive Plans 2012 and 2010 | Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period (in years) | 4 years |
Equity (Restricted Stock Narrat
Equity (Restricted Stock Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized stock-based compensation expense | $ 4,000 | ||
Weighted average remaining service period (in years) | 3 years | ||
Unvested stock units (in shares) | 898,179 | 1,011,621 | |
Unvested stock units | $ 3,000 | ||
Unvested stock units weighted average remaining contractual term (in years) | 1 year 2 months 26 days | ||
Intrinsic value vested | $ 1,300 | $ 2,300 | |
Weighted average fair value (in usd per share) | $ 3.88 | $ 5.81 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unamortized stock-based compensation expense | $ 28 | ||
Weighted average remaining service period (in years) | 1 year 3 months 18 days | ||
Unvested stock units (in shares) | 8,154 | 8,154 | |
Weighted average fair value (in usd per share) | $ 0 |
Equity (Schedule of Performance
Equity (Schedule of Performance Stock Activity) (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount considered issued and outstanding (as percentage of target number of shares) | 200.00% | |||
Number of Shares | ||||
Non-vested, beginning balance (in shares) | 397,777 | |||
Granted (in shares) | 280,000 | |||
Vested (in shares) | 0 | 0 | (30,874) | |
Forfeited (in shares) | (172,579) | |||
Non-vested, ending balance (in shares) | 474,324 | 474,324 | ||
Weighted Average Grant Date Fair Value | ||||
Non-vested, beginning balance (in usd per share) | $ 8.48 | |||
Granted (in usd per share) | 5.19 | $ 7.62 | ||
Vested (in usd per share) | 7.14 | |||
Forfeited (in usd per share) | 7.39 | |||
Non-vested, ending balance (in usd per share) | $ 7.02 | $ 7.02 | ||
Performance Stock Awards | ||||
Number of Shares | ||||
Non-vested, beginning balance (in shares) | 33,333 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Non-vested, ending balance (in shares) | 33,333 | 33,333 | ||
Weighted Average Grant Date Fair Value | ||||
Non-vested, beginning balance (in usd per share) | $ 12.25 | |||
Granted (in usd per share) | 0 | |||
Vested (in usd per share) | 0 | |||
Forfeited (in usd per share) | 0 | |||
Non-vested, ending balance (in usd per share) | $ 12.25 | $ 12.25 | ||
Two Thousand Twelve Equity Incentive Plan | Minimum | Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 1 year | |||
Two Thousand Twelve Equity Incentive Plan | Maximum | Performance Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period (in years) | 3 years |
Equity (Performance Stock Narra
Equity (Performance Stock Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2018 | |
Performance Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized stock-based compensation expense | $ 2 | $ 2 | |||
Weighted average remaining service period (in years) | 2 years 1 month 23 days | ||||
Unvested stock units (in shares) | 474,324 | 474,324 | 397,777 | ||
Intrinsic value of non-vested and expected to vest PSUs | $ 1.6 | $ 1.6 | |||
Average remaining contractual term (in years) | 2 years 1 month 23 days | ||||
Vested (in shares) | 0 | 0 | 30,874 | ||
Intrinsic value vested | $ 0.2 | $ 1.4 | |||
Weighted average fair value (in usd per share) | $ 5.19 | $ 7.62 | |||
Performance Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unamortized stock-based compensation expense | $ 0.1 | $ 0.1 | |||
Weighted average remaining service period (in years) | 4 months | ||||
Unvested stock units (in shares) | 33,333 | 33,333 | 33,333 | ||
Vested (in shares) | 0 | ||||
Weighted average fair value (in usd per share) | $ 0 |
Equity (Schedule of Stock-based
Equity (Schedule of Stock-based Compensation Expense - by Award Type) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 677 | $ 865 | $ 1,823 | $ 2,713 |
Employee stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 6 | 20 | 26 | |
Restricted stock units and awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 380 | 400 | 1,162 | 1,263 |
Performance stock units and awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 188 | 330 | 357 | 980 |
Employee stock purchase plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 50 | 64 | 132 | 225 |
Outside director equity awards and fees in common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 53 | $ 65 | $ 152 | $ 219 |
Equity (Schedule of Stock-bas_2
Equity (Schedule of Stock-based Compensation Expense - by Expense Category) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 677 | $ 865 | $ 1,823 | $ 2,713 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 121 | 83 | 341 | 337 |
Selling, general, and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 367 | 625 | 999 | 1,915 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 189 | $ 157 | $ 483 | $ 461 |
Equity (401k) (Details)
Equity (401k) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||||
Matching contribution | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.4 |
Equity (Schedule of Earnings pe
Equity (Schedule of Earnings per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Loss from continuing operations | $ (10,477) | $ (8,414) | $ (21,009) | $ (11,567) |
Net loss | $ (10,477) | $ (8,414) | $ (21,009) | $ (11,567) |
Weighted-average number of basic and diluted shares outstanding (in shares) | 27,204 | |||
Net loss per basic and diluted share (in usd per share) | $ (0.37) | $ (0.31) | $ (0.76) | $ (0.43) |
Weighted average shares excluded from computation (in shares) | 1,317 | 725 | 881 | 725 |
Average market price of common stock (in dollars per share) | $ 3.72 | $ 5.06 | $ 4.22 | $ 6.20 |
Equity (Employee Stock Purchase
Equity (Employee Stock Purchase Plan) (Details) - Employee stock purchase plan | 9 Months Ended |
Jun. 30, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
ESPP offering period (months) | 6 months |
Purchase price (as percentage of market price) | 85.00% |
Annual contribution (as percentage of compensation) | 10.00% |
Annual contribution | $ 25,000 |
Equity (Schedule of Common Stoc
Equity (Schedule of Common Stock Reserved for Future Issuances) (Details) - shares | Jun. 30, 2019 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Exercise of outstanding stock options (in shares) | 65,916 | 69,980 |
Purchases under the employee stock purchase plan (in shares) | 674,152 | |
Issuance of stock-based awards under the Equity Plans (in shares) | 2,866,757 | |
Purchases under the officer and director share purchase plan (in shares) | 88,741 | |
Total reserved (in shares) | 5,617,213 | |
Restricted stock units and awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested stock units (in shares) | 906,333 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested award potential, percentage | 200.00% | |
Unvested stock units (in shares) | 474,324 | 397,777 |
Unvested performance stock units (in shares) | 1,015,314 |
Geographical Information (Sched
Geographical Information (Schedule of Revenue by Geographic Region) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Revenue by Geographic Region | $ 17,219 | $ 17,717 | $ 62,965 | $ 60,376 |
United States and Canada | ||||
Segment Reporting Information [Line Items] | ||||
Revenue by Geographic Region | 14,208 | 12,965 | 48,432 | 47,984 |
Asia | ||||
Segment Reporting Information [Line Items] | ||||
Revenue by Geographic Region | 1,684 | 3,116 | 9,936 | 7,919 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenue by Geographic Region | 1,315 | 1,534 | 4,362 | 4,266 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Revenue by Geographic Region | $ 12 | $ 102 | $ 235 | $ 207 |
Geographical Information (Narra
Geographical Information (Narrative) (Details) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2019customers | Jun. 30, 2018customers | Jun. 30, 2019segmentcustomers | Jun. 30, 2018customers | Sep. 30, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Number of reporting segments | segment | 1 | ||||
Concentration risk, customers | customers | 3 | 2 | 3 | 2 | |
Percentage of long-lived assets located in the United States | 89.00% | 89.00% | 49.00% | ||
Customer Concentration Risk | Sales Revenue, Segment | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Concentration risk percentage | 52.00% | 56.00% | 57.00% | 58.00% |