Equity | Equity Equity Plans We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain three equity incentive compensation plans, collectively described below as “Equity Plans” including 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. In March 2021, our shareholders approved the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, which was adopted by the Company’s Board of Directors in December 2020 and increased the maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2019 Equity Incentive Plan by an additional 2,138,000 shares. Stock Options Most stock options vest and become exercisable over four The following table summarizes stock option activity under the Equity Plans for the fiscal year ended September 30, 2021: Number of Weighted Weighted Aggregate Outstanding as of September 30, 2020 44,065 $ 5.14 Granted — — Exercised (15,025) 5.13 Forfeited — — Expired (9,171) 6.35 Outstanding as of September 30, 2021 19,869 $ 4.59 3.75 $ 57 Exercisable as of September 30, 2021 19,869 $ 4.59 3.75 $ 57 Vested and expected to vest as of September 30, 2021 19,869 $ 4.59 3.75 $ 57 ___________________________________________ (*) 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 fiscal year ended September 30, 2020, the intrinsic value of options exercised was $0. As of September 30, 2021, there was no unrecognized stock-based compensation expense related to non-vested stock options granted under the Equity Plans. Valuation Assumptions There were no stock option grants for the fiscal years ended September 30, 2021 and 2020. Time-Based Restricted Stock Time-based restricted stock units (“RSU”) and restricted stock awards (“RSA”) 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 fiscal year ended September 30, 2021: RSUs RSAs Number of Shares Weighted Number of Weighted Non-vested as of September 30, 2020 1,548,045 $ 3.41 8,154 $ 8.20 Granted 1,045,673 5.55 — — Vested (598,986) 3.43 (8,154) 8.20 Forfeited (189,878) 3.70 — — Non-vested as of September 30, 2021 1,804,854 $ 4.61 — $ — As of September 30, 2021, there was approximately $6.7 million of remaining unamortized stock-based compensation expense associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.7 years. The 1.8 million outstanding non-vested and expected to vest RSUs have an aggregate intrinsic value of $13.5 million and a weighted average remaining contractual term of 2.7 years. For the fiscal years ended September 30, 2021, 2020, and 2019, the intrinsic value of RSUs vested was approximately $3.6 million, $1.3 million and $1.4 million, respectively. For the fiscal years ended September 30, 2020 and 2019, the weighted average grant date fair value of RSUs granted was $3.41 and $3.68 per share, respectively. For the fiscal year ended September 30, 2021, $27.3 thousand of RSAs vested. As of September 30, 2021, there was no remaining unamortized stock-based compensation expense associated with RSAs. Performance Stock Performance based restricted stock units (“PSU”) and performance based shares of restricted stock (“PRSA”) 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 and are subject to forfeiture if specified vesting conditions are not satisfied. PSUs and PRSAs that are granted to executive officers and key employees are provided as long-term incentive compensation that is based on relative total shareholder return, which measures performance against the Russell Microcap Index. The following table summarizes the activity related to PSUs for the fiscal year ended September 30, 2021: PSUs Number of Shares Weighted Average Grant Date Fair Value Non-vested as of September 30, 2020 868,500 $ 4.79 Granted 231,000 7.39 Vested (6,086) 7.91 Forfeited (126,414) 7.70 Non-vested as of September 30, 2021 967,000 $ 5.01 As of September 30, 2021, there was approximately $2.4 million of remaining unamortized stock-based compensation expense associated with PSUs, which will be expensed over a weighted average remaining service period of approximately 1.3 years. The 1.0 million outstanding non-vested and expected to vest PSUs have an aggregate intrinsic value of approximately $7.2 million and a weighted average remaining contractual term of 1.3 years. For the fiscal years ended September 30, 2021, 2020 and 2019, the intrinsic value of PSUs vested was $34.4 thousand, $0.0 million and $0.2 million, respectively. For the fiscal years ended September 30, 2020 and 2019, the weighted average grant date fair value of PSUs granted was $3.81 and $5.19 per share, respectively. As of September 30, 2020, there was no remaining unamortized stock-based compensation expense associated with PRSAs. Stock-based Compensation The following table set forth stock-based compensation expense by award type: For the Fiscal Year Ended September 30, (in thousands) 2021 2020 2019 Employee stock options $ 2 $ 13 $ 25 RSUs and RSAs 2,093 1,755 1,495 PSUs and PRSAs 1,396 1,243 685 ESPP 307 214 180 Outside director equity awards and fees in common stock 382 291 221 Total stock-based compensation expense $ 4,180 $ 3,516 $ 2,606 The following table set forth stock-based compensation expense by expense type: For the Fiscal Year Ended September 30, (in thousands) 2021 2020 2019 Cost of revenue $ 767 $ 692 $ 482 Selling, general, and administrative 2,590 2,155 1,478 Research and development 823 669 646 Total stock-based compensation expense $ 4,180 $ 3,516 $ 2,606 Stock-based compensation within SG&A expense was lower for the fiscal year ended September 30, 2019 due to the reversal of previously recognized expense associated with the forfeiture of unvested RSUs and PSUs of the former CFO. Capital Stock Authorized capital stock consists of 50 million shares of common stock, no par value, and 5,882,352 shares of preferred stock, $0.0001 par value. On February 16, 2021, the Company closed our offering of 6,655,093 shares of our common stock, which included the full exercise of the underwriters’ option to purchase 868,056 additional shares of common stock, at a price to the public of $5.40 per share, resulting in net proceeds to us from the offering, after deducting the underwriting discounts and commissions and other offering expenses, of approximately $33.1 million. The shares were sold by us pursuant to an underwriting agreement with Cowen and Company, LLC, dated as of February 10, 2021. As of September 30, 2021 and 2020, we had 43.9 million and 36.5 million shares of common stock issued and outstanding, respectively. There were no shares of preferred stock issued or outstanding as of September 30, 2021 and 2020. 401(k) Plan The Company has a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the 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 each of the fiscal years ended September 30, 2021, 2020 and 2019 was approximately $1.1 million, $1.0 million, and $0.6 million, respectively. Earnings (Loss) per Share The following table sets forth the computation of basic and diluted earnings (loss) per share: For the Fiscal Year Ended September 30, (in thousands, except per share) 2021 2020 2019 Numerator Net income (loss) $ 25,643 $ (7,000) $ (35,984) Denominator Weighted average number of shares outstanding - basic 34,020 29,136 27,983 Effect of dilutive securities Stock options 7 — — PSUs, RSUs, and restricted stock 1,762 — — Weighted average number of shares outstanding - diluted 35,789 29,136 27,983 Earnings (loss) per share - basic $ 0.75 $ (0.24) $ (1.29) Earnings (loss) per share - diluted $ 0.72 $ (0.24) $ (1.29) Weighted average antidilutive options, unvested RSUs and RSAs, unvested PSUs and ESPP shares excluded from the computation 195 1,109 810 Basic EPS is computed by dividing net income (loss) for the period by the weighted-average number of common stock outstanding during the period. Diluted EPS is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during the period, plus the dilutive effect of outstanding RSUs and RSAs, PSUs, stock options, and shares issuable under the Employee Stock Purchase Plan ("ESPP") as applicable pursuant to the treasury stock method. Certain of the Company's outstanding share-based awards, noted in the table above, were excluded because they were anti-dilutive, but they could become dilutive in the future. The dilutive stock options and unvested stock were excluded from the computation of diluted net loss per share for the fiscal years ended September 30, 2020 and 2019 due to the Company incurring a net loss for the period. ESPP Until September 2021, we maintained the ESPP, which provided employees an opportunity to purchase common stock through payroll deductions. The ESPP was a 6-month duration plan with new participation periods beginning on approximately February 25 and August 26 each year, with the purchase price set at 85% of the average high and low market price of common stock on either the first or last trading day of the participation period, whichever was lower, and annual contributions were limited to the lower of 10% of an employee’s compensation or $25.0 thousand. In September 2021, the Compensation Committee of our Board Directors approved the termination of the ESPP, effective immediately. Prior to termination of the ESPP, we issued new shares of common stock to satisfy the issuance of shares under this stock-based compensation plan. Common stock issued under the ESPP during the fiscal years ended September 30, 2021, 2020 and 2019 totaled approximately 192.0 thousand, 231.0 thousand and 197.0 thousand shares, respectively. As of September 30, 2021, the total amount of common stock issued under the ESPP totaled 3,395,090 shares and the total shares remaining available for issuance under the ESPP totaled 0. Future Issuances As of September 30, 2021, we had common stock reserved for the following future issuances: Number of Common Exercise of outstanding stock options 19,869 Unvested RSUs and RSAs 1,804,854 Unvested PSUs and PRSAs (at 200% maximum payout) 1,934,000 Issuance of stock-based awards under the Equity Plans 1,751,234 Purchases under the officer and director share purchase plan 88,741 Total reserved 5,598,698 |