EMKR 10-K Annual Report Sept. 30, 2021 | Alphaminr
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EMKR 10-K Fiscal year ended Sept. 30, 2021

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EMCORE CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters, and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataNote 1. Description Of BusinessNote 2. Summary Of Significant Accounting PoliciesNote 3. Recent Accounting PronouncementsNote 4. Cash, Cash Equivalents, and Restricted CashNote 5. Accounts ReceivableNote 6. InventoryNote 7. Property, Plant, and Equipment, NetNote 8. Accrued Expenses and Other Current LiabilitiesNote 9. Credit Facility and DebtNote 10. Income and Other TaxesNote 11. Commitments and ContingenciesNote 12. EquityNote 13. Segment and Revenue InformationNote 14. Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships, Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Purchase and Sale Agreement, dated as of June7, 2019 by and among EMCORE Corporation, The Resilience Fund IV,L.P., The Resilience Fund IV-A,L.P., Aerospace Newco Holdings,Inc. and Ember Acquisition Sub,Inc. (incorporated by reference to Exhibit2.1 to the Companys Current Report on Form8-K filed on June10, 2019). 2.2 Asset Purchase Agreement, dated as of October25, 2019 by and among EMCORE Corporation, Hytera Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co.,Ltd. (incorporated by reference to Exhibit2.1 to the Companys Current Report on Form8-K filed on October30, 2019). 2.3 Asset Purchase Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, Shenzhen Fastrain Technology Co., Ltd. and Hong Kong Fastrain Company Limited (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on August 11, 2021). 2.4 Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) dated as of December 31, 2019 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K filed on January 6, 2020). 2.5 First Amendment to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (Non-Residential) dated as of January 13, 2020 by and between Parkview Management Group, Inc. and Systron Donner Inertial, Inc. (incorporated by reference to Exhibit 10.6 to the Companys Quarterly Report on Form 10-Q filed on February 10, 2020). 3(i).1 Restated Certificate of Incorporation, dated April4, 2008, (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed on April4, 2008). 3(i).2 Certificate of Amendment of Restated Certificate of Incorporation, dated February15, 2012 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed on February16, 2012). 3(i).3 Certificate of Amendment of Restated Certificate of Incorporation of EMCORE Corporation, dated September18, 2014 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed on September18, 2014). 3(i).4 Certificate of Designation Establishing the SeriesA Junior Participating Preferred Stock and Fixing the Powers, Designations, Preferences and Relative, Participating, Optional and Other Special Rights, and the Qualifications, Limitations and Restrictions, of the SeriesA Junior Participating Preferred Stock, dated September18, 2014 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed on September18, 2014). 3(i).5 Certificate of Amendment to the Restated Certificate of Incorporation dated March 19, 2018 (incorporated by reference to Exhibit3.1 to the Companys Current Report on Form8-K filed with the SEC on March20, 2018). 3(i).6 Certificate of Amendment to the Restated Certificate of Incorporation dated May 12, 2021 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed with the SEC on May 13, 2021). 3(ii).7 By-Laws of EMCORE Corporation, as amended through January 11, 2021 (incorporated by reference to Exhibit3.1to the Companys Current Report on Form8-K filed with the SEC on January 13, 2021). 4.1 Specimen Certificate for Shares of Common Stock (incorporated by reference to Exhibit4.1 to the Companys Annual Report on Form10-K filed on December6, 2017). 4.2** Description of EMCORE Corporation Capital Stock 10.1 Stipulation of Compromise and Settlement, dated as of November28, 2007, executed by the Company and the other defendants and the plaintiffs in the Federal Court Action and the State Court Actions (incorporated by reference to Exhibit10.19 to the Companys Annual Report on Form10-K filed on December31, 2007). 10.2 Directors Compensation Policy (Effective March18, 2021) (incorporated by reference to Exhibit10.2 to the Companys Quarterly Report on Form10-Q filed on May7, 2021). 10.3 Officer and Director Share Purchase Plan (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed on January27, 2011). 10.4 2010 Equity Incentive Plan, as amended and restated on June14, 2011 (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed on June16, 2011). 10.5 2012 Equity Incentive Plan, as amended and restated on January19, 2017 (incorporated by reference to Exhibit10.7 to the Companys Annual Report on Form10-K filed on December6, 2017). 10.6 Formof Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (incorporated by reference to Exhibit10.9 to the Companys Annual Report on Form10-K filed on December14, 2015). 10.7 Formof time-based Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan (as of October2016) (incorporated by reference to Exhibit10.9 to the Companys Annual Report on Form10-K filed on December7, 2016). 10.8 Formof Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (for executive officers) (as of December2017) (incorporated by reference to Exhibit10.1 to the Companys Quarterly Report on Form10-Q filed on February6, 2018). 10.9 Formof Performance-Based Restricted Stock Award Agreement under the 2012 Equity Incentive Plan (for non-executive officers) (as of October2016) (incorporated by reference to Exhibit10.11 to the Companys Annual Report on Form10-K filed on December6, 2017). 10.10 Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of October18, 2016 (incorporated by reference to Exhibit10.12 to the Companys Annual Report on Form10-K filed on December6, 2017). 10.11 Performance-Based Restricted Stock and Restricted Stock Unit Award Agreement under the 2012 Equity Incentive Plan entered into between the Company and Jeffrey Rittichier, with a grant date of October18, 2016 (incorporated by reference to Exhibit10.13 to the Companys Annual Report on Form10-K filed on December6, 2017). 10.12 EMCORE Corporation 2000 Employee Stock Purchase Plan, as amended March5, 2014 (incorporated by reference to ExhibitB to the Companys Proxy Statement filed on January28, 2014). 10.13 Formof Indemnification Agreement entered into with directors and executive officers (incorporated by reference to Exhibit10.2 of the Companys Quarterly Report on Form10-Q filed on August 4, 2020). 10.14 Employment Agreement, dated December10, 2014, by and between EMCORE Corporation and Jeff Rittichier (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed on December11, 2014). 10.15** Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, as amended and restated on November 29, 2021. 10.16 Formof Time-Based Restricted Stock Unit Award under the EMCORE Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit10.2 to the Companys Current Report on Form8-K filed on March27, 2019). 10.17 Formof Performance-Based Restricted Stock Unit Award under the EMCORE Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit10.3 to the Companys Current Report on Form8-K filed on March27, 2019). 10.18 Form of Time-Based Restricted Stock Unit Award (for directors) under the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan (as of March 2021) (incorporated by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on May 7, 2021). 10.19 Form of Performance-Based Restricted Stock Unit Award (for executive officers) under the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on May 7, 2021). 10.20 Employment Agreement, dated August7, 2019, by and between EMCORE Corporation and Tom Minichiello (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed on August12, 2019). 10.21 Contract Manufacturing Agreement, dated as of October25, 2019, by and among EMCORE Corporation, Hytera Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co.,Ltd. (incorporated by reference to Exhibit10.1 to the Companys Current Report on Form8-K filed on October30, 2019). 10.22 Termination Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, EMCORE Optoelectronics (Beijing) Co., Ltd., Shenzhen Fastrain Technology Co., Ltd. and Hong Kong Fastrain Company Limited, Hytera Communications (Hong Kong) Company Limited and Shenzhen Hytera Communications Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 11, 2021). 10.23 Manufacturing Supply Agreement, dated as of August 9, 2021, by and among EMCORE Corporation, Shenzhen Fastrain Technology Co., Ltd. and Hong Kong Fastrain Company Limited (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on August 11, 2021). 10.24 EMCORE Corporation Fiscal 2021 Bonus Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8 K filed on December 16, 2020). 10.25 Single-Tenant Triple Net Lease, dated as of February 10, 2020, by and between Systron Donner Inertial, Inc. and Eagle Rock Holdings, LP (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on February 11, 2020). 10.26 Lease Guaranty, dated as of February 10, 2020, by and between Systron Donner Inertial, Inc. and Eagle Rock Holdings, LP (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on February 11, 2020). 10.27 Paycheck Protection Program Promissory Note and Agreement, dated May 3, 2020, entered into by and between EMCORE Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 6, 2020). 10.28 Standard Industrial/Commercial Single-Tenant Lease Net, dated as of October 1, 2017, by and between EMCORE Corporation and CHESTNUT2015 LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 2, 2021). 10.29 Amendment to Lease, dated as of March 31, 2019, by and between EMCORE Corporation and CHESTNUT2015 LLC (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on November 2, 2021). 10.30 Amendment to Lease, dated as of November 1, 2021, by and between EMCORE Corporation and CHESTNUT2015 LLC (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on November 2, 2021). 10.31 Credit and Security Agreement, dated November 11, 2010, between Wells Fargo Bank National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed November 17, 2010). 10.32 First Amendment to Credit and Security Agreement dated December 21, 2011, between Wells Fargo Bank National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed February 14, 2012). 10.33 Second Amendment to the Credit and Security Agreement, dated June 14, 2012, between Wells Fargo Bank National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 8, 2012). 10.34 Third Amendment to Credit and Security Agreement, dated December 28, 2012, between Wells Fargo Bank National Association and the Company (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on January 4, 2013). 10.35 Fourth Amendment to Credit and Security Agreement, dated May 21, 2013, between Wells Fargo Bank, National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2013). 10.36 Fifth Amendment to Credit and Security Agreement, dated August 26, 2013, between Wells Fargo Bank, National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 30, 2013). 10.37 Sixth Amendment to Credit and Security Agreement, dated December 3, 2014, between Wells Fargo Bank, National Association and the Company (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 5, 2014). 10.38** Seventh Amendment to Credit and Security Agreement, dated November 10, 2015, between Wells Fargo Bank, National Association and the Company. 10.39** Eighth Amendment to Credit and Security Agreement, dated October 31, 2016, between Wells Fargo Bank, National Association and the Company. 10.40** Ninth Amendment to Credit and Security Agreement, dated July 27, 2017, between Wells Fargo Bank, National Association and the Company. 10.41** Tenth Amendment to Credit and Security Agreement, dated November 7, 2018, between Wells Fargo Bank, National Association and the Company. 10.42** Eleventh Amendment to Credit and Security Agreement, dated December 2, 2019, between Wells Fargo Bank, National Association and the Company. 10.43** Twelfth Amendment to Credit and Security Agreement, dated December 8, 2020, between Wells Fargo Bank, National Association and the Company. 10.44** Thirteenth Amendment to Credit and Security Agreement, dated October 26, 2021, between Wells Fargo Bank, National Association and the Company. 21.1** Subsidiaries of the Company. 23.1** Consent of KPMG LLP, independent registered public accounting firm. 31.1** Certificate of Chief Executive Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.2** Certificate of Chief Financial Officer Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32.1*** Certificate of Chief Executive Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. 32.2*** Certificate of Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002.