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Creedle, Jones, and Alga, P. C. Certified Public Accountants Page 40 of 83 Exhibit A Benchmark Bankshares, Inc. Consolidated Statements of Financial Condition December 31, 1999 and 1998 A S S E T S 1999 1998 ---- ---- Cash and due from banks $ 7,533,280 $ 5,235,130 Federal funds sold - 17,415,000 Investment securities 28,317,465 23,507,512 Loans 152,262,727 134,818,220 Less Unearned interest income (64,643) (226,755) Allowance for loan losses (1,522,632) (1,558,741) ------------- ------------- Net Loans 150,675,452 133,032,724 Premises and equipment - net 3,423,779 3,200,391 Accrued interest receivable 1,390,010 1,562,214 Deferred income taxes 642,481 328,393 Refundable income taxes - 33,961 Other real estate 667,808 697,862 Other assets 674,670 367,764 ------------- ------------- Total Assets $193,324,945 $185,380,951 ============= ============= Page 41 of 83 Exhibit A Benchmark Bankshares, Inc. Consolidated Statements of Financial Condition December 31, 1999 and 1998 Liabilities and Stockholders' Equity 1999 1998 ---- ---- Deposits Demand (noninterest-bearing) $ 16,213,541 $ 16,201,313 NOW accounts 19,905,599 19,726,296 Money market accounts 8,046,212 6,850,631 Savings 9,763,624 9,663,857 Time, $100,000 and over 16,560,926 18,176,368 Other time 94,250,638 94,273,691 ------------- ------------ Total Deposits 164,740,540 164,892,156 Federal funds purchased 7,035,000 - Accrued interest payable 766,964 808,284 Accrued income tax payable 23,005 - Dividends payable 482,493 479,594 Other liabilities 229,197 185,704 ------------- ------------ Total Liabilities 173,277,199 166,365,738 Stockholders' Equity Common stock, par value $.21 per share, authorized 4,000,000 shares; issued and outstanding 12-31-99 3,015,577.591, issued and outstanding 12-31-98 2,997,465.366 shares 633,272 629,678 Capital surplus 4,501,508 4,314,339 Retained earnings 15,455,510 13,908,096 Unrealized security gains net of tax effect (542,544) 163,100 ------------- ------------ Total Stockholders' Equity 20,047,746 19,015,213 ------------- ------------ Total Liabilities and Stockholders' Equity $ 193,324,945 $185,380,951 ============== ============ See independent auditor's report and accompanying notes to financial statements. |
Page 42 of 83 Exhibit B Benchmark Bankshares, Inc. Consolidated Statements of Income Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Interest Income Interest and fees on loans $ 13,209,176 $ 12,455,825 $ 12,234,895 Interest on investment securities U. S. Government agencies 931,242 680,074 533,239 State and political subdivisions 615,887 492,758 491,853 Other securities 5,845 5,795 5,770 Interest on Federal funds sold 363,390 693,032 387,615 ------------- ------------- ------------- Total Interest Income 15,125,540 14,327,484 13,653,372 Interest Expense Interest-bearing checking deposits 811,399 759,973 709,162 Savings deposits 298,675 286,247 281,848 Time deposits 6,225,469 5,959,855 5,517,503 Federal funds purchased 40,838 - - ------------- ------------- ------------- Total Interest Expense 7,376,381 7,006,075 6,508,513 ------------- ------------- ------------- Net Interest Income 7,749,159 7,321,409 7,144,859 Provision for Loan Losses 606,030 356,515 359,617 ------------- ------------- ------------- Net Interest Income After Provision for Loan Losses 7,143,129 6,964,894 6,785,242 Other Income Service charges on deposit accounts 449,641 431,144 411,430 Other operating income 292,618 213,641 169,015 Net investment securities gains (losses) (547) (986) (1,674) Gain (Loss) on sale of other real estate (3,854) 3,000 6,865 Rental 4,514 - - ------------- ------------- ------------- Total Other Income 742,372 646,799 585,636 Other Expenses Salaries 2,300,266 2,036,436 1,890,099 Employee benefits 517,009 447,663 392,111 Occupancy expense 225,530 198,601 210,302 Other operating expenses 1,274,338 1,142,202 1,107,225 ------------- ------------- ------------- Total Other Expenses 4,317,143 3,824,902 3,599,737 ------------- ------------- ------------- Income Before Income Taxes 3,568,358 3,786,791 3,771,141 Provision for Income Taxes 1,056,851 1,142,626 1,192,433 ------------- ------------- ------------- Net Income 2,511,507 2,644,165 2,578,708 Page 43 of 83 Exhibit B 1999 1998 1997(1) ---- ---- ---- Other Comprehensive Income, Net of Tax Net unrealized holding losses arising during period (705,644) (14,445) - ------------- ------------- ------------- Comprehensive Income $ 1,805,863 $ 2,629,720 $ 2,578,708 ============= ============= ============= Earnings Per Share of Common Stock $ 0.83 $ 0.89 $ 0.88 ============= ============= ============= Average Shares Outstanding 3,011,913.354 2,978,930.855 2,925,206.402 ============= ============= ============= (1) Adjusted for a 2 for 1 stock split on October 2, 1997. |
Page 45 of 83 Exhibit D Benchmark Bankshares, Inc. Consolidated Statements of Cash Flows Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Cash Flows from Operating Activities Interest received $15,297,744 $14,001,654 $13,671,429 Fees and commissions received 556,706 765,183 206,312 Interest paid (7,417,701) (6,906,106) (6,492,143) Cash paid to suppliers and employees (4,270,751) (3,780,710) (3,366,903) Income taxes paid (950,460) (1,314,685) (1,177,997) ------------ ------------ ------------ Net Cash Provided by Operating Activities 3,215,538 2,765,336 2,840,698 Cash Flows from Investing Activities Proceeds from sale of investment securities available-for-sale 280,167 190,951 822,196 Proceeds from maturity of investments 1,087,343 10,978,575 3,690,660 Purchase of investment securities (8,070,160) (17,021,520) (3,921,787) Loans originated (90,308,177) (84,916,074) (73,215,505) Principal collected on loans 72,863,670 77,208,816 66,312,331 Purchase premises and equipment (494,982) (453,986) (70,331) ------------ ------------ ------------ Net Cash (Used) by Investing Activities (24,642,139) (14,013,238) (6,382,436) Cash Flows from Financing Activities Net increase in Federal funds purchased 7,035,000 - - Net increase in demand deposits and savings accounts 1,486,879 7,990,732 2,627,243 Payments for maturing certificates of deposit (41,821,954) (24,428,638) (25,883,507) Proceeds from sales of certificates of deposit 40,183,459 40,587,957 28,638,551 Dividends paid (961,020) (888,454) (785,736) Proceeds from sale of common stock 458,174 658,470 410,380 Payments to reacquire stock (267,411) - - Proceeds from sale of other real estate 196,624 29,871 - ------------ ------------ ------------ Net Cash Provided by Financing Activities 6,309,751 23,949,938 5,006,931 ------------ ------------ ------------ Net Increase (Decrease) in Cash and Cash Equivalents (15,116,850) 12,702,036 1,465,193 Cash and Cash Equivalents - Beginning of Year 22,650,130 9,948,094 8,482,901 ------------ ------------ ------------ Cash and Cash Equivalents - End of Year $ 7,533,280 $22,650,130 $ 9,948,094 ============ ============ ============ Page 46 of 83 Exhibit D 1999 1998 1997 ---- ---- ---- Reconciliation of Net Income to Net Cash Provided by Operating Activities Net income $ 2,511,507 $ 2,644,165 $ 2,578,708 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 271,594 221,590 194,199 Provision for probable credit losses and recoveries 718,293 473,736 359,617 Increase (Decrease) in taxes payable 23,005 (49,867) 49,867 (Increase) Decrease in refundable taxes 33,961 (33,961) 33,681 (Increase) Decrease in interest receivable 172,204 (325,830) 18,057 Increase (Decrease) in interest payable (41,320) 99,969 16,370 (Increase) Decrease in other real estate (166,570) (164,628) (314,360) (Increase) Decrease in other assets (306,906) (91,105) (59,773) (Increase) Decrease in deferred taxes exclusive of unrealized security gains (losses) (48,124) (50,911) (69,113) Increase (Decrease) in other liabilities 43,493 44,192 38,636 Loss on sale of securities 547 986 1,674 (Gain) loss on sale of other real estate 3,854 (3,000) (6,865) ------------ ------------ ------------ Net Cash Provided by Operating Activities $ 3,215,538 $ 2,765,336 $ 2,840,698 ============ ============ ============ For purposes of reporting cash flows, cash and cash equivalents include cash on hand, Amounts due from banks, and Federal funds sold. |
Investment Securities The carrying amount and approximate market values of investment securities are summarized below: Book Unrealized Unrealized Market Value Gains Losses Value Available-for-Sale December 31, 1999 U. S. Government agencies $ 9,287,788 $ - $465,636 $ 8,822,152 State and political subdivisions 12,109,027 71,068 335,864 11,844,231 Pooled securities 2,359,516 909 92,510 2,267,915 ----------- -------- -------- ----------- $23,756,331 $ 71,977 $894,010 $22,934,298 =========== ======== ======== =========== December 31, 1998 U. S. Government agencies $ 6,087,700 $ 32,040 $ 29,844 $ 6,089,896 State and political subdivisions 11,103,051 287,810 42,584 11,348,277 Pooled securities 1,685,303 5,547 5,849 1,685,001 ----------- -------- -------- ----------- $18,876,054 $325,397 $ 78,277 $19,123,174 =========== ======== ======== =========== Held-to-Maturity December 31, 1999 U. S. Government agencies $ 4,500,000 $ - $280,105 $ 4,219,895 State and political subdivisions 746,170 971 31,889 715,252 Other securities 137,000 - - 137,000 ----------- -------- -------- ----------- $ 5,383,170 $ 971 $311,994 $ 5,072,147 =========== ======== ======== =========== December 31, 1998 U. S. Government agencies $ 3,499,716 $ 5,284 $ 23,878 $ 3,481,122 State and political subdivisions 747,622 8,289 7,999 747,912 Other securities 137,000 - - 137,000 ----------- -------- -------- ----------- $ 4,384,338 $ 13,573 $ 31,877 $ 4,366,034 =========== ======== ======== =========== Page 50 of 83 The maturities of investment securities at December 31, 1999 were as follows: Book Value Market Value Available-for-Sale Due in one year or less $ 105,000 $ 105,738 Due from one to five years 7,519,363 7,376,103 Due from five to ten years 12,216,300 11,817,889 After ten years 3,915,668 3,634,568 Held-to-Maturity Due from one to five years 1,516,170 1,435,531 Due from five to ten years 3,730,000 3,499,616 Other securities 137,000 137,000 Securities having a book value of $5,064,105 and $3,643,382 at December 31, 1999 and 1998, respectively, were pledged to secure public deposits and for other purposes. |
Federal Income Taxes Federal income taxes payable, as of December 31, 1999 and 1998, were as follows: 1999 1998 ---- ---- Currently payable $ 23,005 $ - Deferred (642,481) (328,393) ---------- ---------- $(619,476) $(328,393) ========== ========== The components of applicable income taxes are as follows: 1999 1998 ---- ---- Current $1,370,939 $1,080,634 Deferred from income and expense items (314,088) 61,992 ----------- ----------- Total $1,056,851 $1,142,626 =========== =========== Temporary differences in the recognition of income and expenses for tax and financial reporting purposes resulted in the deferred income tax asset as follows: 1999 1998 ---- ---- Accelerated depreciation $ (15,861) $ (55,696) Excess of provision for loan losses over deduction for Federal income tax purposes (35,965) 106,422 Deferred compensation 17,230 18,708 ----------- ----------- Total Tax Impact of Temporary Differences in Recognition of Income and Expenses (34,596) 69,434 Tax impact of balance sheet recognition of unrealized security losses (279,492) (7,442) ----------- ----------- Total Change to Deferred Tax for the Year $ (314,088) $ 61,992 =========== =========== The reasons for the difference between income tax expense and the amount computed by applying the statutory Federal income tax rates are as follows: 1999 1998 ---- ---- Statutory rates 34% 34% Income tax expense at statutory rates $1,211,880 $1,287,509 Increase (Decrease) due to Tax exempt income (159,581) (124,874) Other 4,552 (20,009) ----------- ----------- $1,056,851 $1,142,626 =========== =========== Page 53 of 83 Federal income tax returns are subject to examination for all years which are not barred by the statute of limitations. |
The estimated fair values of the Bank's financial instruments are as follows: 1999 1998 ---- ---- Carrying Fair Carrying Fair Amount Value Amount Value Financial Assets Cash and due from banks $ 7,533,280 $ 7,533,280 $ 5,235,130 $ 5,235,130 Federal funds sold - - 17,415,000 17,415,000 Investments Available-for-sale 22,934,298 22,934,298 19,260,174 19,260,174 Held-to-maturity 5,383,170 5,072,147 4,247,338 4,229,034 Loans Demand loans 769,352 769,352 1,944,475 1,944,475 Accrual loans 22,653,680 22,653,680 19,033,715 19,033,715 Installment loans 26,232,943 25,146,525 25,632,095 21,247,173 Real estate loans 108,649,662 107,206,239 90,599,497 89,341,018 Participation loans - out 6,042,910 6,042,910 3,678,438 3,678,438 Financial Liabilities Deposits Demand (noninterest-bearing) 16,213,541 16,213,541 16,201,313 16,201,313 Demand (interest-bearing) 27,951,811 27,951,811 26,576,927 26,576,927 Savings 9,763,624 9,763,624 9,663,857 9,663,857 Certificates of deposit 110,811,564 108,012,019 112,450,059 111,346,402 Federal funds purchased 7,035,000 7,035,000 - - Unrecognized Financial Instruments Unused loan commitments 18,561,686 18,561,686 16,736,442 16,736,442 Unissued letters of credit 1,825,989 1,825,989 2,196,802 2,196,802 18. |
Page 60 of 83 Benchmark Bankshares, Inc. (Parent Company Only) Balance Sheets December 31, 1999, 1998, and 1997 A S S E T S 1999 1998 1997 ---- ---- ---- Cash $ 3,111,052 $ 1,909,855 $ 1,566,556 Investment in subsidiary 17,419,106 17,584,952 15,526,540 Receivable - reimbursement 81 - - ----------- ----------- ----------- Total Assets $20,530,239 $19,494,807 $17,093,096 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Dividends payable $ 482,493 $ 479,594 $ 440,824 Stockholders' Equity Common stock, par value $.21 per share, authorized 4,000,000 shares; issued and outstanding 3,015,577.591 12-31-99, issued and outstanding 2,997,465.366 12-31-98 633,272 629,678 617,990 Surplus 4,501,508 4,314,339 3,667,557 Retained earnings 14,912,966 14,071,196 12,366,725 ----------- ----------- ----------- Total Stockholders' Equity 20,047,746 19,015,213 16,652,272 ----------- ----------- ----------- Total Liabilities and Stockholders' Equity $20,530,239 $19,494,807 $17,093,096 =========== =========== =========== Statements of Income Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Income Dividends from subsidiary $ 2,000,000 $ 600,000 $ 1,500,000 ----------- ----------- ----------- Total Income 2,000,000 600,000 1,500,000 Expenses Professional fees 20,038 16,470 15,623 Supplies, printing, and postage 7,410 8,654 9,317 Taxes - miscellaneous 825 850 850 ----------- ----------- ----------- Total Expenses 28,273 25,974 25,790 ----------- ----------- ----------- Income (Loss) Before Equity in Undistributed Income of Subsidiary 1,971,727 574,026 1,474,210 Equity in Income of Subsidiary (includes tax benefit of parent company operating loss) 739,780 2,070,139 1,104,498 ----------- ----------- ----------- Net Income $ 2,711,507 $ 2,644,165 $ 2,578,708 =========== =========== =========== Page 61 of 83 Benchmark Bankshares, Inc. (Parent Company Only) Statements of Changes in Stockholders' Equity Years Ended December 31, 1999 and 1998 * Net of tax effect. |
Page 62 of 83 Benchmark Bankshares, Inc. (Parent Company Only) Statements of Cash Flows Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Cash Flows from Operating Activities Net income $2,711,507 $2,644,165 $2,578,708 Increase in receivable (81) - - ----------- ----------- ----------- Net Cash Provided by Operating Activities 2,711,426 2,644,165 2,578,708 Cash Flows from Investing Activities Undistributed earnings of subsidiary (739,972) (2,031,902) (874,503) ----------- ----------- ----------- Net Cash (Used) by Investing Activities (739,972) (2,031,902) (874,503) Cash Flows from Financing Activities Sale of stock 458,174 665,362 410,574 Redemption of stock (267,411) (7,102) (194) Dividends paid (961,020) (927,224) (785,736) ----------- ----------- ----------- Net Cash (Used) by Financing Activities (770,257) (268,964) (375,356) ----------- ----------- ----------- Net Increase (Decrease) in Cash 1,201,197 343,299 1,328,849 Cash - Beginning of Year 1,909,855 1,566,556 237,707 ----------- ----------- ----------- Cash - End of Year $3,111,052 $1,909,855 $1,566,556 =========== =========== =========== Page 63 of 83 ITEM 9 |
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) The following consolidated financial statements of Benchmark Bankshares, Inc. and its subsidiary, Benchmark Community Bank, included in the annual report of the registrant to its stockholders for the year ended December 31, 1999 are included in Item 8: Consolidated Statements of Financial Condition - December 31, 1999 and 1998 Consolidated Statements of Income - Years Ended December 31, 1999, 1998, and 1997 Consolidated Statements of Changes in Stockholders' Equity - Years Ended December 31, 1999 and 1998 Consolidated Statements of Cash Flows - Years Ended December 31, 1999, 1998, and 1997 Notes to Consolidated Financial Statements - December 31, 1999, 1998, and 1997 (2) The following consolidated financial statement schedules of Benchmark Bankshares, Inc. and its subsidiary, Benchmark Community Bank, are included in Item 14 (d): Schedule II - Indebtedness to Related Parties Schedule V - Property, Plant, and Equipment Schedule VI - Accumulated Depreciation, Depletion, and Amortization of Property, Plant, and Equipment Supplemental Information to the Audited Financial Statements pursuant to SEC regulations. |
Page 70 of 83 ITEM 14 (a) (3) LISTING OF EXHIBITS INCLUDED IN 14 (c) Page Number of Incorporation by Reference to ( 1) Articles of Incorporation Page 57 - Item 14(c) - Exhibit 1 of Form 10K, December 31, 1989 ( 2) (a) Amendments to Articles of Page 76 - Item 14(c) - Exhibit 2 of Incorporation Form 10K, December 31, 1989 (b) Amendments to Articles of Page 58 - Item 14(c) - Exhibit 2(b) Incorporation of Form 10K, December 31, 1990 (c) Amendment to Articles of Page 68 - Item 14(c) - Exhibit 2(c) Incorporation of Form 10K, December 31, 1992 ( 3) Bylaws of Incorporation Page 83 - Item 14(c) - Exhibit 3 of Form 10K, December 31, 1989 ( 4) Amendments to Bylaws Page 106 - Item 14(c) - Exhibit 4 of Form 10K, December 31, 1989 ( 5) Indemnity Agreement Page II-11-26 in Exhibit 10.1 of Form S-1 filed September 1, 1989 ( 6) List of Subsidiaries ( 7) Bonus Plans of Bank Officers Page 60 - Item 14(c) - Exhibit 7(a)- 7(b) of Form 10K, December 31, 1990 ( 8) Directors Performance Page 72 - Item 14(c) - Exhibit 8 of Compensation Schedule Form 10K, December 31, 1992 ( 9) Resolution to Amend the Articles Page 71 - Item 14(c) - Exhibit 9(a) of Incorporation to increase the of Form 10K, December 31, 1993 number of authorized shares from 2,000,000 to 4,000,000 concurrent with the Directors election to have a 2 for 1 stock split (10) Stock Option Plans Exhibits A and B of 1995 Proxy and Information Statement for the April 20, 1995 Annual Meeting of Stockholders Page 71 of 83 ITEM 14(b) REPORTS ON FORM 8-K There was no required filing of Form 8-K warranted as a result of action taken by the Company during the reporting period. |
Page 75 of 83 ITEM 14(d) SCHEDULE V - PROPERTY, PLANT, AND EQUIPMENT Benchmark Bankshares, Inc. Year Ended December 31, 1999 Col. A Col. B Col. C Col. D Col. E Col. F Other Balance at Changes Balance Beginning Additions Add at End of Classification of Period at Cost Retirement (Deduct) Period Land $ 689,261 $110,429 $ - $ - $ 799,690 Buildings and improvements 2,351,090 50,000 - - 2,401,090 Leasehold improvements 166,521 - - - 166,521 Construction in progress - 187,969 - - 187,969 ---------- -------- -------- -------- ---------- 2,517,611 237,969 - - 2,755,580 Equipment, furniture, and fixtures 1,886,461 146,541 - - 2,033,002 ---------- -------- -------- -------- ---------- Total $5,093,333 $494,939 $ - $ - $5,588,272 ========== ======== ======== ======== ========== Year Ended December 31, 1998 Land $ 689,261 $ - $ - $ - $ 689,261 Buildings and improvements 2,351,090 - - - 2,351,090 Leasehold improvements 142,690 23,831 - - 166,521 ---------- -------- -------- -------- ---------- 2,493,780 23,831 - - 2,517,611 Equipment, furniture, and fixtures 1,485,634 400,827 - - 1,886,461 ---------- -------- -------- -------- ---------- Total $4,668,675 $424,658 $ - $ - $5,093,333 ========== ======== ======== ======== ========== Page 76 of 83 ITEM 14(d) SCHEDULE V - PROPERTY, PLANT, AND EQUIPMENT Year Ended December 31, 1997 Land $ 668,336 $20,925 $ - $ - $ 689,261 Buildings and improvements 2,339,092 11,998 - - 2,351,090 Leasehold improvements 142,690 - - - 142,690 ---------- ------- -------- -------- ---------- 2,481,782 11,998 - - 2,493,780 Equipment, furniture, and fixtures 1,448,227 37,407 - - 1,485,634 ---------- ------- -------- -------- ---------- Total $4,598,345 $70,330 $ - $ - $4,668,675 ========== ======= ======== ======== ========== Page 77 of 83 ITEM 14(d) SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF PROPERTY, PLANT, AND EQUIPMENT Benchmark Bankshares, Inc. Year Ended December 31, 1999 Additions Other Balance at Charged to Changes Balance at Beginning Cost and Add End of Description of Period Expenses Retirements (Deduct) Period Building and improvements $ 685,890 $ 98,785 $ - $ - $ 784,675 Leasehold improvements 115,820 6,589 - - 122,409 ---------- -------- ------- -------- ---------- Total 801,710 105,374 - - 907,084 Equipment, furniture, and fixtures 1,091,232 166,220 - (43) 1,257,409 ---------- -------- ------- -------- ---------- Total $1,892,942 $271,594 $ - $ (43) $2,164,493 ========== ======== ======= ======== ========== Year Ended December 31, 1998 Building and improvements $ 581,308 $ 98,963 $ - $ 5,619 $ 685,890 Leasehold improvements 111,657 4,163 - - 115,820 ---------- -------- ------- ------- ---------- Total 692,965 103,126 - 5,619 801,710 Equipment, furniture, and fixtures 977,844 119,007 - (5,619) 1,091,232 ---------- -------- ------- -------- ---------- Total $1,670,809 $222,133 $ - $ - $1,892,942 ========== ======== ======= ======== ========== Year Ended December 31, 1997 Building and improvements $ 488,564 $ 92,744 $ - $ - $ 581,308 Leasehold improvements 107,715 3,942 - - 111,657 ---------- -------- ------- -------- ---------- Total 596,279 96,686 - - 692,965 Equipment, furniture, and fixtures 880,332 97,512 - - 977,844 ---------- -------- ------- -------- ---------- Total $1,476,611 $194,198 $ - $ - $1,670,809 ========== ======== ====== ======= ========== Page 78 of 83 ITEM 14(d)(1) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS PURSUANT TO SEC REGULATIONS Benchmark Bankshares, Inc. (Parent Company Only) Balance Sheet, December 31, 1999 and 1998 Assets 1999 1998 ---- ---- Cash $ 3,111,052 $ 1,909,855 Investment in subsidiary 17,419,106 17,584,952 Receivable - reimbursement 81 - ----------- ----------- Total Assets $20,530,239 $19,494,807 =========== =========== Liabilities and Stockholders' Equity Liabilities Dividends payable $ 482,493 $ 479,594 Stockholders' Equity Common stock, par value $.21 per share, authorized 4,000,000 shares; issued and outstanding 3,015,577.591 12-31-99, issued and outstanding 2,997,465.366 12-31-98 633,272 629,678 Surplus 4,501,508 4,314,339 Retained earnings 14,912,966 14,071,196 ----------- ----------- Total Stockholders' Equity 20,047,746 19,015,213 ----------- ----------- Total Liabilities and Stockholders' Equity $20,530,239 $19,494,807 =========== =========== Page 79 of 83 ITEM 14(d)(2) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS Page 1 PURSUANT TO SEC REGULATIONS Benchmark Bankshares, Inc. (Parent Company Only) Statements of Income Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Income Dividends from subsidiary $2,000,000 $ 600,000 $1,500,000 ---------- ---------- ---------- Total Income 2,000,000 600,000 1,500,000 Expenses Professional fees 20,038 16,470 15,623 Supplies, printing, and postage 7,410 8,654 9,317 Taxes - miscellaneous 825 850 850 ---------- ---------- ---------- Total Expenses 28,273 25,974 25,790 ---------- ---------- ---------- Income (Loss) Before Equity in Undistributed Income of Subsidiary 1,971,727 574,026 1,474,210 Equity in Income of Subsidiary (includes tax benefit of parent company operating loss) 739,780 2,070,139 1,104,498 ---------- ---------- ---------- Net Income $2,711,507 $2,644,165 $2,578,708 ========== ========== ========== Page 80 of 83 ITEM 14(d)(2) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS Page 2 PURSUANT TO SEC REGULATIONS Benchmark Bankshares, Inc. (Parent Company Only) Statement of Changes in Stockholders' Equity Years Ended December 31, 1999, 1998, and 1997 * Net of tax effect. |
Page 81 of 83 ITEM 14(d)(3) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS PURSUANT TO SEC REGULATIONS Benchmark Bankshares, Inc. (Parent Company Only) Statements of Cash Flows Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 ---- ---- ---- Cash Flows from Operating Activities Net income $2,711,507 $2,644,165 $2,578,708 Less: Sale of real estate to subsidiary (81) - - ----------- ----------- ----------- Net Cash Provided by Operating Activities 2,711,426 2,644,165 2,578,708 Cash Flows from Investing Activities Undistributed earnings of subsidiary (739,972) (2,031,902) (874,503) ----------- ----------- ----------- Net Cash (Used) by Investing Activities (739,972) (2,031,902) (874,503) Cash Flows from Financing Activities Sale of stock 458,174 665,362 410,574 Redemption of stock (267,411) (7,102) (194) Dividends paid (961,020) (927,224) (785,736) ----------- ----------- ----------- Net Cash (Used) by Financing Activities (770,257) (268,964) (375,356) ----------- ----------- ----------- Net Increase (Decrease) in Cash 1,201,197 343,299 1,328,849 Cash - Beginning of Year 1,909,855 1,566,556 237,707 ----------- ----------- ----------- Cash - End of Year $3,111,052 $1,909,855 $1,566,556 =========== =========== =========== Page 82 of 83 ITEM 14(d)(4) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS PURSUANT TO SEC REGULATIONS Investment Securities - Realized Gains and Losses Realized Realized Gains Losses For the Year Ended December 31, 1999 U. S. Government Agencies $ - $ 547 State and Political Subdivisions - - ----- ----- Total $ - $ 547 ===== ===== For the Year Ended December 31, 1998 U. S. Government Agencies $ - $ 986 State and Political Subdivisions - - ----- ----- Total $ - $ 986 ===== ===== Page 83 of 83 ITEM 14(d)(5) SUPPLEMENTAL INFORMATION TO AUDITED FINANCIAL STATEMENTS PURSUANT TO SEC REGULATIONS Capital Ratios for the Bank Subsidiary Bank Ratios Total Capital to Risk Weighted Assets 13.38% Tier I Capital to Risk Based Assets 12.30% Tier I Capital to Total Book Assets 9.09% |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers’ products; • discontinuation by our vendors of, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • product liability claims; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • pandemics, including COVID-19; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs (including tariffs imposed on our products or raw materials, equipment or components used in the production of our products), import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; and • acts of terrorism or violence and international conflicts or crises. |
Our acquisition of SDI, and any other acquisitions, joint ventures and similar transactions that we may enter into from time to time, involve a number of risks that could harm our business and result in SDI or any other acquired business or joint venture not performing as expected, including: • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • failure to achieve cost savings or other financial or operating objectives with respect to an acquisition; • possible adverse short-term effects on our cash flows or operating results, and the use of cash and other resources for the acquisition that might affect our liquidity, and that could have been used for other purposes; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • difficulties in the integration of financial reporting systems, which could cause a delay in the issuance of, or impact the reliability of our financial statements; • failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002, including a delay in or failure to successfully integrate these businesses into our internal control over financial reporting; • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, environmental liabilities, regulatory liabilities, tax examinations and warranty issues. |
In addition, certain of our sales to customers with a U.S. billing address may be physically shipped to a location outside of the U.S. Our international sales and operations are subject to a number of material risks, including, but not limited to: • political and economic instability or changes in U.S. government policy with respect to the foreign countries where our customers are located may inhibit export of our products and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive or may reduce our gross margin on these products; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; • different technical standards or requirements, such as country or region-specific requirements to eliminate the use of lead, which we may incorporate into certain of our products, could prevent us from selling these products in these regions; • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
In the Interim Award incorporated by reference into the Modified Partial Final Award (in each case as defined in the disclosures under the caption “Legal Proceedings” in Note 13 - Commitments and Contingencies in the notes to our consolidated financial statements), the arbitrator determined and ordered that we are is required to pay Phoenix a royalty of 7.5% of the sale price on (i) future customer payments for certain of our product contracts previously entered into at the time the Interim Award was issued and (ii) customer payments for future sales of any product using any Deemed Trade Secret (as defined in the disclosures under the caption “Legal Proceedings” in Note 13 - Commitments and Contingencies in the notes to our consolidated financial statements), 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 we are required to 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 our EMP-1 product only, inclusive of payments made to date, we are required to pay to Phoenix a royalty of 2.25% of the sale price (net of any warranty work, returns, rebates, discounts or credits) with respect to subsequent sales of our EMP-1 product. |
For example, our amended and restated certificate of incorporation and amended and restated bylaws: • provide that directors may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of our outstanding shares of capital stock entitled to vote generally in the election of directors cast at a meeting of shareholders called for that purpose; • provide that a supermajority vote of our shareholders is required to amend some portions of our amended and restated certificate of incorporation and amended and restated bylaws, including requiring approval by the holders of 80% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors; • authorize the issuance of preferred stock, without any requirement of vote or class vote of shareholders, commonly referred to as “blank check” preferred stock, which shares of preferred stock may have rights senior to those of our common stock; • limit the persons who can call special shareholder meetings; shareholders do not have authority to call a special meeting of shareholders; • establish advance notice requirements that must be complied with by shareholders to nominate persons for election to our Board of Directors or to propose matters that can be acted on by shareholders at shareholder meetings; • do not provide for cumulative voting in the election of directors; and • provide for the filling of vacancies on our Board of Directors by action of 66 2/3% of the directors and not by the shareholders. |
EMCORE CORPORATION Date: December 7, 2020 By: /s/ Jeffrey Rittichier Jeffrey Rittichier Chief Executive Officer (Principal Executive Officer) Date: December 7, 2020 By: /s/ Tom Minichiello Tom Minichiello Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier such person’s true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers’ products; • discontinuation by our vendors of, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • product liability claims; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs (including tariffs imposed on our products or raw materials, equipment or components used in the production of our products), import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; and • acts of terrorism or violence and international conflicts or crises. |
Our acquisition of SDI, and any other acquisitions, joint ventures and similar transactions that we may enter into from time to time, involve a number of risks that could harm our business and result in SDI or any other acquired business or joint venture not performing as expected, including: • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • failure to achieve cost savings or other financial or operating objectives with respect to an acquisition; • possible adverse short-term effects on our cash flows or operating results, and the use of cash and other resources for the acquisition that might affect our liquidity, and that could have been used for other purposes; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • difficulties in the integration of financial reporting systems, which could cause a delay in the issuance of, or impact the reliability of our financial statements; • failure to comply with Section 404 of the Sarbanes-Oxley Act of 2002, including a delay in or failure to successfully integrate these businesses into our internal control over financial reporting; • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, environmental liabilities, regulatory liabilities, tax examinations and warranty issues. |
In addition, certain of our sales to customers with a U.S. billing address may be physically shipped to a location outside of the U.S. Our international sales and operations are subject to a number of material risks, including, but not limited to: • political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; • different technical standards or requirements, such as country or region-specific requirements to eliminate the use of lead • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
In the Interim Award incorporated by reference into the Modified Partial Final Award (in each case as defined in the disclosures under the caption “Legal Proceedings” in Note 13 - Commitments and Contingencies in the notes to our condensed consolidated financial statements), the arbitrator determined and ordered that we are required to pay Phoenix a royalty of 7.5% of the sale price on (i) future customer payments for certain EMCORE product contracts previously entered into at the time the Interim Award was issued and (ii) customer payments for future sales of any product using any Deemed Trade Secret (as defined in the disclosures under the caption “Legal Proceedings” in Note 13 - Commitments and Contingencies in the notes to our condensed consolidated financial statements), 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 that we are required to 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 prior to the Interim Award, we must pay to Phoenix a royalty of 2.25% of the sale price (net of any warranty work, returns, rebates, discounts or credits) with respect to subsequent sales of the EMP-1 product. |
For example, our amended and restated certificate of incorporation and amended and restated bylaws: • provided for the classification of our Board of Directors into three classes, with staggered three-year terms and, until recent respective amendments to our certificate of incorporation and bylaws to declassify our Board of Directors that became effective in March 2018 are fully phased in beginning with our 2021 annual meeting of shareholders, the current three-year term of certain of our directors will remain in effect until their current term expires; • provide that directors may be removed at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of our outstanding shares of capital stock entitled to vote generally in the election of directors cast at a meeting of shareholders called for that purpose; • provide that a supermajority vote of our shareholders is required to amend some portions of our amended and restated certificate of incorporation and amended and restated bylaws, including requiring approval by the holders of 80% or more of the outstanding shares of our capital stock entitled to vote generally in the election of directors for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors; • authorize the issuance of preferred stock, without any requirement of vote or class vote of shareholders, commonly referred to as “blank check” preferred stock, which shares of preferred stock may have rights senior to those of our common stock; • limit the persons who can call special shareholder meetings; shareholders do not have authority to call a special meeting of shareholders; • establish advance notice requirements that must be complied with by shareholders to nominate persons for election to our Board of Directors or to propose matters that can be acted on by shareholders at shareholder meetings; • do not provide for cumulative voting in the election of directors; and • provide for the filling of vacancies on our Board of Directors by action of 66 2/3% of the directors and not by the shareholders. |
EMCORE CORPORATION Date: December 10, 2019 By: /s/ Jeffrey Rittichier Jeffrey Rittichier Chief Executive Officer (Principal Executive Officer) Date: December 10, 2019 By: /s/ Tom Minichiello Tom Minichiello Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier such person's true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers’ products; • discontinuation by our vendors of, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • product liability claims; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs (including tariffs imposed on our products or raw materials, equipment or components used in the production of our products), import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; and • acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, environmental liabilities, regulatory liabilities, tax examinations and warranty issues. |
In addition, certain of our sales to customers with a U.S. billing address may be physically shipped to a location outside of the U.S. Our international sales and operations are subject to a number of material risks, including, but not limited to: • political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; • different technical standards or requirements, such as country or region-specific requirements to eliminate the use of lead • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
For example, our amended and restated certificate of incorporation and amended and restated bylaws: • classify our Board of Directors into three classes, with staggered three-year terms and, until recent respective amendments to our certificate of incorporation and bylaws that became effective in March 2018 to declassify our Board of Directors are fully phased in beginning with our 2021 annual meeting of shareholders, the current three-year terms of our directors will remain in effect until the current terms expire; • provide that directors are not subject to removal except for cause by the vote of the holders of a majority of our capital stock; • provide that a supermajority vote of our shareholders is required to amend some portions of our amended and restated certificate of incorporation and amended and restated bylaws, including requiring approval by the holders of 80% of our voting stock for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors; • authorize the issuance of preferred stock that can be created and issued by our Board of Directors without prior shareholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of our common stock; • limit the persons who can call special shareholder meetings; • establish advance notice requirements to nominate persons for election to our Board of Directors or to propose matters that can be acted on by shareholders at shareholder meetings; • do not provide for cumulative voting in the election of directors; and • provide for the filling of vacancies on our Board of Directors by action of 66 2/3% of the directors and not by the shareholders. |
EMCORE CORPORATION Date: December 4, 2018 By: /s/ Jeffrey Rittichier Jeffrey Rittichier Chief Executive Officer (Principal Executive Officer) Date: December 4, 2018 By: /s/ Jikun Kim Jikun Kim Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier such person's true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products; • discontinuation by our vendors of, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • product liability claims; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; • and acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations and warranty issues. |
Our international sales and operations are subject to a number of material risks, including, but not limited to: • political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; • different technical standards or requirements, such as country or region-specific requirements to eliminate the use of lead • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
For example, our amended and restated certificate of incorporation and amended and restated bylaws: • divide our Board of Directors into three classes, with directors elected to serve staggered three-year terms and not subject to removal except for cause by the vote of the holders of at least 80% of our capital stock; • provide that a supermajority vote of our shareholders is required to amend some portions of our amended and restated certificate of incorporation and amended and restated bylaws, including requiring approval by the holders of 80% of our voting stock for certain business combinations unless these transactions meet certain fair price criteria and procedural requirements or are approved by two-thirds of our continuing directors; • authorize the issuance of preferred stock that can be created and issued by our board of directors without prior shareholder approval, commonly referred to as “blank check” preferred stock, with rights senior to those of our common stock; • limit the persons who can call special shareholder meetings; • establish advance notice requirements to nominate persons for election to our board of directors or to propose matters that can be acted on by shareholders at shareholder meetings; • do not provide for cumulative voting in the election of directors; and • provide for the filling of vacancies on our board of directors by action of 66 2/3% of the directors and not by the shareholders. |
The Board of Directors (the “Board”) of the Company previously approved, subject to stockholder approval, amendments to the 2012 Plan that would, among other changes, (1) increase the limit on the aggregate number of shares of common stock that may be delivered pursuant to awards granted under the 2012 Plan by 2,400,000 shares to a new aggregate share limit of 5,301,366 shares; (2) extend the ability to grant performance-based awards under the 2012 plan through the first annual meeting of shareholders that occurs in 2022; (3) extend the term of the 2012 Plan until March 17, 2027; (4) increase the annual limits on the number of different types of awards that may be granted to an individual under the 2012 Plan, so a participant may receive (a) a maximum of 200,000 stock options, 200,000 stock appreciation rights, 200,000 shares of restricted stock, 200,000 restricted stock units, 200,000 stock purchase rights and 200,000 share awards in any fiscal year of the Company, (b) in connection with their initial year of service, up to an additional 400,000 stock options, 400,000 stock appreciation rights, 400,000 shares of restricted stock, 400,000 restricted stock units, 400,000 stock purchase rights and 400,000 share awards, and (c) a maximum of $1,000,000 in cash earned in connection with the grant of performance units in any fiscal year; and (5) require all awards granted under the Amended 2012 Plan to have a minimum vesting period of one year and require that no award may vest earlier than the first anniversary of the grant date of the award, subject to limited exception. |
EMCORE CORPORATION Date: December 5, 2017 By: /s/ Jeffrey Rittichier Jeffrey Rittichier Chief Executive Officer (Principal Executive Officer) Date: December 5, 2017 By: /s/ Jikun Kim Jikun Kim Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier such person's true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products; • discontinuation by our vendors of, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • product liability claims; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; • and acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Because of this, the following international commercial risks may adversely affect our revenue: • political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; • tariffs and other barriers may make our products less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
The most significant regulations and regulatory authorities affecting our business include the following: • the Federal Acquisition Regulations, Defense Federal Acquisition Regulation Supplement and other supplemental agency regulations, which comprehensively regulate the formation and administration of, and performance under, U.S. government contracts; • the Truth in Negotiations Act, which requires certification and disclosure of all factual cost and pricing data in connection with contract negotiations; • the False Claims Act and the False Statements Act, which impose penalties for payments made on the basis of false facts provided to the government and on the basis of false statements made to the government, respectively; • the Foreign Corrupt Practices Act, which prohibits U.S. companies from providing anything of value to a foreign official to help obtain, retain or direct business, or obtain any unfair advantage; and • the International Traffic in Arms Regulations, which regulate the export of controlled technical data, defense articles and defense services and restrict from which countries we may purchase materials and services used in the production of certain of our products. |
The Board of Directors (the “Board”) and stockholders of the Company previously approved, amendments to the 2012 Plan that among other changes, (1) increased the limit on the aggregate number of shares of common stock that may be delivered pursuant to awards granted under the 2012 Plan by 500,000 shares to a new aggregate share limit of 2,500,000 shares; (2) made shares exchanged or withheld by the Company to satisfy any purchase price and tax withholding obligations related to options or “full value awards” (such as restricted stock or stock unit awards), and the total number of shares subject to stock appreciation rights (whether or not issued) count against the 2012 Plan’s share limit and no longer available for new grants under the 2012 Plan; (3) implemented a maximum grant date fair value limit for awards granted to non-employee directors under the 2012 Plan during any one calendar year of $250,000 (or $350,000 in the case of awards to a non-employee director serving as Chairman of the Board or Lead Independent Director at the time of grant, or to a newly elected or appointed non-employee director during the first calendar year of service), (4) expressly allowed the administrator to permit or require participants to defer awards granted under the 2012 Plan, (5) extended the term of the 2012 Plan until March 11, 2026; and (6) extended the performance-based award feature of the 2012 Plan through the first annual meeting of stockholders that occurs in 2021. |
Exhibits (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended September 30, 2016, 2015, and 2014 • Consolidated Balance Sheets as of September 30, 2016 and 2015 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2016, 2015, and 2014 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2016, 2015, and 2014 • Notes to Consolidated Financial Statements • Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits _________ † Management contract or compensatory plan ** Filed herewith *** Furnished herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. |
EMCORE CORPORATION Date: December 7, 2016 By: /s/ Jeffrey Rittichier Jeffrey Rittichier Chief Executive Officer (Principal Executive Officer) Date: December 7, 2016 By: /s/ Jikun Kim Jikun Kim Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Jeffrey Rittichier such person's true and lawful attorney-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products; • discontinuation by our vendors, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • changes in technology; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • the occurrence of M&A activities; • and acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Because of this, the following international commercial risks may adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; - tariffs and other barriers may make our products less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - customs, import/export, and other regulations of the countries in which we do business may adversely affect our business; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended September 30, 2015, 2014, and 2013 • Consolidated Balance Sheets as of September 30, 2015 and 2014 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2015, 2014, and 2013 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2015, 2014, and 2013 • Notes to Consolidated Financial Statements • Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits _________ ** Filed herewith *** Furnished herewith † Management contract or compensatory plan (+) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products; • discontinuation by our vendors, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • timing of M&A activities; and acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Because of this, the following international commercial risks may adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; - tariffs and other barriers may make our products less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - customs, import/export, and other regulations of the counties in which we do business may adversely affect our business; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended September 30, 2014, 2013, and 2012 • Consolidated Balance Sheets as of September 30, 2014 and 2013 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2014, 2013, and 2012 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2014, 2013, and 2012 • Notes to Consolidated Financial Statements • Reports of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits _________ ** Filed herewith † Management contract or compensatory plan (+) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products; • discontinuation by our vendors, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as government sequestration and uncertainties surrounding the federal budget, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • timing of M&A activities; and acts of terrorism or violence and international conflicts or crises. |
Acquisitions, joint ventures and similar transactions involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Because of this, the following international commercial risks may adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; - tariffs and other barriers may make our products less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - customs, import/export, and other regulations of the counties in which we do business may adversely affect our business; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Standstill Provisions Subject to the terms of the Settlement Agreement, the Shareholder Group has agreed that, from the date of the Letter Agreement through the conclusion of the 2015 Annual Meeting (the “Standstill Period”), each member of the Shareholder Group will not (and will cause each of such person’s respective affiliates, associates, and agents and other persons acting on his or its behalf not to), directly or indirectly, engage in certain actions, including: • acquire beneficial ownership in excess of 15% of the outstanding shares of our common stock, other than the acquisition of equity-based compensation pursuant to resulting from the service of directors who are members of the Shareholder Group and the exercise of any options or conversion of any convertible securities comprising such equity-based compensation; • submit any shareholder proposal or any notice of nomination or other business for consideration, or nominate any candidate for election to the Board or oppose the directors nominated by the Board, other than as expressly permitted by the Settlement Agreement; • form, join in or in any other way participate in a partnership, limited partnership, syndicate or other group with respect to our common stock or deposit any shares of our common stock in a voting trust or similar arrangement or subject any shares of our common stock to any voting agreement or pooling arrangement; • engage in discussions with other shareholders of the Company, solicit proxies or written consents of shareholders, or otherwise conduct any nonbinding referendum with respect to our common stock, or make, or in any way encourage, influence or participate in, any solicitation of any proxy to vote, or advise, encourage or influence any person with respect to voting or tendering, any shares of our common stock with respect to any matter, including without limitation, any sale transaction that is not approved by a majority of the Board, or become a participant in any contested solicitation for the election of directors with respect to the Company, other than a solicitation or acting as a participant in support of all of the nominees of the Board at any shareholder meeting; • call, seek to call, or to request the calling of, a special meeting of the shareholders of the Company, or seek to make, or make, a shareholder proposal at any meeting of the shareholders of the Company or make a request for a list of the Company’s shareholders or otherwise acting alone, or in concert with others, seek to control or influence the governance or policies of the Company; • effect or seek to effect, offer or propose to effect, or cause or participate in, or in any way assist, solicit, encourage or facilitate any other person to effect or seek, offer or propose to effect or cause or participate in any sale transaction; • publicly disparage the Company or any member of the Board or management of the Company; • engage in any short sale or any purchase, sale or grant of any option, warrant, convertible security, stock appreciation right, or other similar right with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from a decline in the market price or value of the Company’s securities; • enter into any arrangements, understandings or agreements with, or advise, finance, assist or encourage any other person that engages, or offers or proposes to engage, in any of the foregoing; or • take or cause or induce or assist others to take any action inconsistent with any of the foregoing. |
• each new director appointed pursuant to the Settlement Agreement will be compensated for his service as a director and shall be reimbursed for his expenses on the same basis as all other non-employee directors of the Company and shall be eligible to be granted equity-based compensation on the same basis as all other non-employee directors of the Company; • each new director appointed pursuant to the Settlement Agreement will be entitled to the same rights of indemnification and directors and officers’ liability insurance coverage as the other non employee directors of the Company as such rights may exist from time to time; • prior to the conclusion of the 2015 Annual Meeting, the Company will not publicly disparage any member of the Shareholder Group, any member of the management of the Shareholder Group, or any new director; • BD Management, L.P. withdraws its demand letter related to the Company’s shareholder list; and • the Company will reimburse the Shareholder Group for documented out-of-pocket expenses (up to a maximum of $75,000) incurred by the Shareholder Group in connection with certain of their activities related to the Settlement Agreement. |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended September 30, 2013, 2012, and 2011 • Consolidated Balance Sheets as of September 30, 2013 and 2012 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2013, 2012, and 2011 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2013, 2012, and 2011 • Notes to Consolidated Financial Statements • Reports of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ ** Filed herewith † Management contract or compensatory plan (+) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
EMCORE CORPORATION Date: December 6, 2013 By: /s/ Hong Hou Hong Q. Hou, Ph.D. Chief Executive Officer (Principal Executive Officer) Date: December 6, 2013 By: /s/ Mark Weinswig Mark Weinswig Chief Financial Officer (Principal Financial and Accounting Officer) Each person whose signature appears below constitutes and appoints and hereby authorizes Hong Q. Hou, Ph.D. and, severally, such person's true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products, particularly the telecom components markets; • discontinuation by our vendors, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • results of our joint venture activities; • economic conditions in various geographic areas where we or our customers do business; • the impact of political uncertainties, such as the potential “fiscal cliff” on the economy, customer spending and demand for our products; • significant warranty claims, including those not covered by our suppliers; • market demand for the products and services provided by our customers; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • changes in the timing and size of orders by our customers; • the continuation or worsening of the current global economic slowdown; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • financial results of joint venture activities and timing of other M&A activities; • acts of terrorism or violence and international conflicts or crises; and • the effects of competitive pricing pressures, including decreases in average selling prices of our products. |
Because of this, the following international commercial risks may adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; - tariffs and other barriers may make our products less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - customs, import/export, and other regulations of the counties in which we do business may adversely affect our business; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Acquisitions and joint ventures involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended September 30, 2012, 2011, and 2010 • Consolidated Balance Sheets as of September 30, 2012 and 2011 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2012, 2011, and 2010 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2012, 2011, and 2010 • Notes to Consolidated Financial Statements • Reports of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ ** Filed herewith † Management contract or compensatory plan (+) CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. |
Factors that could cause our quarterly or annual operating results to fluctuate include: • a downturn in the markets for our customers' products, particularly the telecom components markets; • the impact of the flooding in Thailand and whether we are able to restore affected manufacturing and supply lines and manage the effect of the flooding on our liquidity position; • discontinuation by our vendors, or unavailability of, components or services used in our products; • disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; • a failure to anticipate changing customer product requirements; • market acceptance of our products; • cancellations or postponements of previously placed orders; • increased financing costs or any inability to obtain necessary financing; • the impact on our business of current or future cost reduction measures; • a loss of key personnel or the shortage of available skilled workers; • results of our joint venture activities; • economic conditions in various geographic areas where we or our customers do business; • significant warranty claims, including those not covered by our suppliers; • market demand for the products and services provided by our customers; • other conditions affecting the timing of customer orders; • reductions in prices for our products or increases in the costs of our raw materials; • effects of competitive pricing pressures, including decreases in average selling prices of our products; • fluctuations in manufacturing yields; • obsolescence of products; • research and development expenses incurred associated with new product introductions; • natural disasters, such as hurricanes, earthquakes, fires, and floods; • changes in the timing and size of orders by our customers; • the continuation or worsening of the current global economic slowdown; • the emergence of new industry standards; • the loss or gain of significant customers; • the introduction of new products and manufacturing processes; • intellectual property disputes; • customs, import/export, and other regulations of the countries in which we do business; • financial results of joint venture activities and timing of other M&A activities; • acts of terrorism or violence and international conflicts or crises; • the effects of competitive pricing pressures, including decreases in average selling prices of our products. |
Because of this, the following international commercial risks may adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our products and limit potential customers' access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in enforcing our legal contracts or the collecting of foreign accounts receivable in a timely manner and we may be forced to write off these receivables; - tariffs and other barriers may make our products less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - customs, import/export, and other regulations of the counties in which we do business may adversely affect our business; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and, - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Acquisitions and joint ventures involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; • diversion of management's time and attention from our core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of goodwill and acquired long-lived assets, including intangible assets; and, • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to: • Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets; • Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development; • Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows; • Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; • Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation; • Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and, • If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers). |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: • Consolidated Statements of Operations and Comprehensive Loss for the fiscal years ended September 30, 2011, 2010, and 2009 • Consolidated Balance Sheets as of September 30, 2011 and 2010 • Consolidated Statements of Shareholders' Equity for the fiscal years ended September 30, 2011, 2010, and 2009 • Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2011, 2010, and 2009 • Notes to Consolidated Financial Statements • Reports of Independent Registered Public Accounting Firms (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in our consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ ** Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albuquerque, State of New Mexico, on December 29, 2011. |
EMCORE CORPORATION By: /s/ Hong Q. Hou, Ph.D. Hong Q. Hou, Ph.D. President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes Hong Q. Hou, Ph.D. and, severally, such person's true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person's behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: - market acceptance of our products; - market demand for the products and services provided by our customers; - disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; - changes in the timing and size of orders by our customers; - cancellations or postponements of previously placed orders; - reductions in prices for our products or increases in the costs of our raw materials; - the introduction of new products and manufacturing processes; - fluctuations in manufacturing yields; - the emergence of new industry standards; - failure to anticipate changing customer product requirements; - the loss or gain of important customers; - product obsolescence; - the amount of research and development expenses associated with new product introductions; - the continuation or worsening of the current global economic slowdown; - economic conditions in various geographic areas where we or our customers do business; - acts of terrorism or violence and international conflicts or crises; - other conditions affecting the timing of customer orders; - a downturn in the markets for our customers’ products, particularly the telecommunications components markets; - significant warranty claims, including those not covered by our suppliers; - intellectual property disputes; - results of joint venture activities; - loss of key personnel or the shortage of available skilled workers; and - the effects of competitive pricing pressures, including decreases in average selling prices of our products. |
Because of this, the following international commercial risks may materially adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our devices and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off these receivables; - tariffs and other barriers may make our devices less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - currency fluctuations may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affecting our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Acquisitions and joint ventures involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: - insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; - problems integrating the acquired operations, personnel, technologies, or products with the existing business and products; - diversion of management time and attention from the core business to the acquired business or joint venture; - potential failure to retain key technical, management, sales, and other personnel of the acquired business or joint venture; - difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; - reliance upon joint ventures which we do not control; - subsequent impairment of the acquired assets, including intangible assets; and - assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
As payment of a portion of Commerce Court’s fees in connection with the Purchase Agreement, the Company issued to Commerce Court, upon the execution of the Purchase Agreement, 185,185 shares of the Company’s common stock and three warrants representing the right to purchase up to an aggregate of 1,600,000 shares of the Company’s common stock, as follows: - a warrant, pursuant to which Commerce Court may purchase up to 666,667 shares of the Company’s common stock at an exercise price of $1.69, which is equal to 125% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement, - a warrant, pursuant to which Commerce Court may purchase from up to 666,667 shares of the Company’s common stock at an exercise price of $2.02, which is equal to 150% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement, and - a warrant, pursuant to which Commerce Court may purchase up to 266,666 shares of the Company’s common stock at an exercise price of $2.36, which is equal to 175% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement. |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: - Consolidated Statements of Operations for the fiscal years ended September 30, 2010, 2009, and 2008 - Consolidated Balance Sheets as of September 30, 2010 and 2009 - Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the fiscal years ended September 30, 2010, 2009, and 2008 - Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2010, 2009, and 2008 - Notes to Consolidated Financial Statements - Reports of Independent Registered Public Accounting Firms (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
EMCORE CORPORATION Date: January 10, 2011 By: /s/ Hong Q. Hou, Ph.D. Hong Q. Hou, Ph.D. President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes Hong Q. Hou, Ph.D. and, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Factors that could cause our quarterly or annual operating results to fluctuate include: - market acceptance of our products; - market demand for the products and services provided by our customers; - disruptions or delays in our manufacturing processes or in our supply of raw materials or product components; - changes in the timing and size of orders by our customers; - cancellations and postponements of previously placed orders; - reductions in prices for our products or increases in the costs of our raw materials; - the introduction of new products and manufacturing processes; - fluctuations in manufacturing yields; - the emergence of new industry standards; - failure to anticipate changing customer product requirements; - the loss or gain of important customers; - product obsolescence; - the amount of research and development expenses associated with new product introductions; - the continuation or worsening of the current global economic slowdown; - economic conditions in various geographic areas where we or our customers do business; - acts of terrorism and international conflicts or crises; - other conditions affecting the timing of customer orders; - a downturn in the markets for our customers’ products, particularly the telecommunications components markets; - significant warranty claims, including those not covered by our suppliers; - intellectual property disputes; - loss of key personnel or the shortage of available skilled workers; and - the effects of competitive pricing pressures, including decreases in average selling prices of our products. |
The use of contract manufacturers located outside of the U.S. also subjects us to the following additional risks that could significantly impair our ability to source our contract manufacturing requirements internationally, including: - unexpected changes in regulatory requirements; - legal uncertainties regarding liability, tariffs and other trade barriers; - inadequate protection of intellectual property in some countries; - greater incidence of shipping delays; - greater difficulty in overseeing manufacturing operations; - greater difficulty in hiring talent needed to oversee manufacturing operations; - potential political and economic instability; - potential adverse actions by the U.S. government pursuant to its stated intention to reduce the loss of U.S. jobs; and - the outbreak of infectious diseases such as the H1N1 influenza virus, severe acute respiratory syndrome (“SARS”), or the avian flu, which could result in travel restrictions or the closure of our facilities or the facilities of our customers and suppliers. |
Because of this, the following international commercial risks may materially adversely affect our revenue: - political and economic instability or changes in U.S. government policy with respect to these foreign countries may inhibit export of our devices and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; - we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off these receivables; - tariffs and other barriers may make our devices less cost competitive; - the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; - potentially adverse tax consequences to our customers may damage our cost competitiveness; - currency fluctuations, which may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affect our business; and - language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Acquisitions and joint ventures involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: - insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; - problems integrating the acquired operations, personnel, technologies or products with the existing business and products; - diversion of management time and attention from the core business to the acquired business or joint venture; - potential failure to retain key technical, management, sales and other personnel of the acquired business or joint venture; - difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; - reliance upon joint ventures which we do not control; - subsequent impairment of the acquired assets, including intangible assets; and - assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
As payment of a portion of Commerce Court’s fees in connection with the Purchase Agreement, the Company agreed to issue to Commerce Court upon the execution of the Purchase Agreement 185,185 shares of common stock and three warrants representing the right to purchase up to an aggregate of 1,600,000 shares of common stock, as follows: - a warrant, pursuant to which Commerce Court may purchase up to 666,667 shares of common stock at an initial exercise price of $1.69, which is equal to 125% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement, - a warrant, pursuant to which Commerce Court may purchase from up to 666,667 shares of common stock at an initial exercise price of $2.02, which is equal to 150% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement, and - a warrant, pursuant to which Commerce Court may purchase up to 266,666 shares of common stock at an initial exercise price of $2.36, which is equal to 175% of the average of the volume weighted average price of common stock for the three trading days immediately preceding the execution date of the Purchase Agreement. |
Exhibits and Financial Statement Schedules (a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: - Consolidated Statements of Operations for the fiscal years ended September 30, 2009, 2008, and 2007 - Consolidated Balance Sheets as of September 30, 2009 and - Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the fiscal years ended September 30, 2009, 2008, and - Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2009, 2008, and 2007 - Notes to Consolidated Financial Statements - Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
EMCORE CORPORATION Date: December 29, By: /s/ Hong Q. Hou, Ph.D. Hong Q. Hou, Ph.D. President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes Hong Q. Hou, Ph.D. and, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Because of this, the following international commercial risks may materially adversely affect our revenue: • political and economic instability or changes in U.S. Government policy with respect to these foreign countries may inhibit export of our devices and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off these receivables; • tariffs and other barriers may make our devices less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • currency fluctuations, which may make our products less cost competitive, affecting overseas demand for our products or otherwise adversely affect our business; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
Acquisitions and joint ventures involve a number of risks that could harm our business and result in the acquired business or joint venture not performing as expected, including: • insufficient experience with technologies and markets in which the acquired business is involved, which may be necessary to successfully operate and integrate the business; • problems integrating the acquired operations, personnel, technologies or products with the existing business and products; • diversion of management time and attention from the core business to the acquired business or joint venture; • potential failure to retain key technical, management, sales and other personnel of the acquired business or joint venture; • difficulties in retaining relationships with suppliers and customers of the acquired business, particularly where such customers or suppliers compete with us; • reliance upon joint ventures which we do not control; • subsequent impairment of the acquired assets, including intangible assets; and • assumption of liabilities including, but not limited to, lawsuits, tax examinations, warranty issues, etc. |
(a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: Consolidated Statements of Operations for the fiscal years ended September 30, 2008, 2007, and 2006 Consolidated Balance Sheets as of September 30, 2008 and 2007 Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2008, 2007, and 2006 Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2008, 2007, and 2006 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Because of this, the following international commercial risks may materially adversely affect our revenue: • political and economic instability or changes in U.S. Government policy with respect to these foreign countries may inhibit export of our devices and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off these receivables; • tariffs and other barriers may make our devices less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
(a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: Consolidated Statements of Operations for the fiscal years ended September 30, 2007, 2006, and 2005 Consolidated Balance Sheets as of September 30, 2007 and 2006 Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2007, 2006, and 2005 Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2007, 2006, and 2005 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
EMCORE CORPORATION Date: December 31, By: /s/ Reuben F. Richards, Jr. Reuben F. Richards, Jr. President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes Reuben F. Richards, Jr. and, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
Because of this, the following international commercial risks may materially adversely affect our revenues: • political and economic instability or changes in U.S. Government policy with respect to these foreign countries may inhibit export of our devices and limit potential customers’ access to U.S. dollars in a country or region in which those potential customers are located; • we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off these receivables; • tariffs and other barriers may make our devices less cost competitive; • the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property or may be burdensome to comply with; • potentially adverse tax consequences to our customers may damage our cost competitiveness; • currency fluctuations may make our products less cost competitive, affecting overseas demand for our products; and • language and other cultural barriers may require us to expend additional resources competing in foreign markets or hinder our ability to effectively compete. |
(a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: Consolidated Statements of Operations for the fiscal years ended September 30, 2006, 2005 (as restated), and 2004 (as restated) Consolidated Balance Sheets as of September 30, 2006 and 2005 (as restated) Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2006, 2005 (as restated), and 2004 (as restated) Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2006, 2005 (as restated), and 2004 (as restated) Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedules The applicable financial statement schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
EMCORE CORPORATION Date: October 30, 2007 By: /s/ Reuben F. Richards, Jr. Reuben F. Richards, Jr. President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints and hereby authorizes Reuben F. Richards, Jr. and, severally, such person’s true and lawful attorneys-in-fact, with full power of substitution or resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. |
The following chart summarizes (i) our products, (ii) the markets to which those products are directed, (iii) representative applications in which our products are used, and (iv) certain benefits and characteristics of compound semiconductor devices: EMCORE Products Market Representative Applications Benefits/Characteristics Analog & digital lasers (DFB, FP) Photodetectors and subassembly components Broadcast analog & digital fiber-optic transmitters QAM transmitters CATV Cable Television (CATV) Hybrid Fiber Coax (HFC) networks Digital overlay on HFC Increased capacity to offer more cable services Increase data transmission speeds Increased bandwidth Lower power consumption Low noise video receive Increased transmission distance Analog & digital lasers (DFB, FP) Photodetectors and subassembly components PIN and APD photodiodes and subassemblies Passive optical network (PON) transceivers Analog & digital video receivers Multi-Dwelling Unit (MDU) video receivers FTTP Passive optical network (PON) in Fiber-to-the-Premise (FTTP) networks High performance for both digital and analog characteristics Integrated infrastructure to support competitive costs Support for multiple standards High-speed lasers (VCSEL, DFB, FP) and subassembly components High-speed photodetector (PIN, APD) and subassembly components RF devices and materials 10G Ethernet modules in XENPAK & X2 Parallel optical modules Data Communications (LAN, SAN, Infiniband) High-speed fiber optic networks and optical links (including Infiniband, Ethernet,Fibre Channel networks) Copper replacement in the data center/CO Supercomputing High performance computing (HPC) Systems Storage Area Networks (SAN) Network Attached Storage (NAS) Increased network capacity Increase data transmission speeds Increased bandwidth Lower power consumption Improved cable management over copper interconnects Increased transmission distance Lowest cost optical interconnections for massively parallel multi-processors Solar cells and panels Fiber-optic transmitters and receivers Satellite Communications Power modules for satellites Satellite-to-ground communications Antenna to ground station communications High radiation tolerance High light-to-power conversion efficiency for reduced size and launch costs Increased bandwidth RF and electronic materials RF and electronic devices Optical transmitters for remoting Wireless Communications Wireless handsets Wireless Broadband Direct broadcast systems Remoting High Power Wireless Infrastructure Increased network capacity Lower power consumption Reduced network congestion Extended battery life Improved signal-to-noise performance Fiber-optic gyroscope components High Frequency Fiber-Optic Links ED Fiber Amplifiers Terahertz Spectroscopy Systems Defense and Homeland Security Precision guided munitions Towed-Decoy Modules Secure communications Chemical, Biological, Explosive sensors High-frequency and dynamic range Compact form-factor Extreme temperature, shock and vibration tolerance HB-LED lighting systems Solid-State Lighting Flat panel displays Solid-state lighting Outdoor signage and displays Traffic signals Lower power consumption Lower temperature operation Longer life As summarized in the table below, EMCORE has positioned itself as a component and subsystem manufacturer that services a significant portion of the digital and analog communications market: EMCORE’s Strategy Management’s objective is to maximize shareholder value by capitalizing upon EMCORE’s leading-edge compound semiconductor materials and device expertise to provide cost-effective materials, components and subsystems for the broadband, fiber optic, satellite, solar and wireless communications markets. |
(a)(1) Financial Statements Included in Part II, Item 8 of this Annual Report on Form 10-K: Consolidated Statements of Operations for the fiscal years ended September 30, 2005, 2004, and 2003 Consolidated Balance Sheets as of September 30, 2005 and 2004 Consolidated Statements of Shareholders’ Equity for the fiscal years ended September 30, 2005, 2004, and 2003 Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2005, 2004, and 2003 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (a)(2) Financial Statement Schedule The applicable Financial Statement Schedules required under this Item 15(a)(2) are presented in the Company's consolidated financial statements and notes thereto under Item 8 of this Annual Report on Form 10-K. (a)(3) Exhibits __________ * Filed herewith † Management contract or compensatory plan SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. |
Copper replacement or extention products in the data center Supercomputing High performance computing (HPC) systems Storage Area Networks (SAN) Network Attached Storage (NAS) Increased network capacity Increased data transmission speeds Increased bandwidth Lower power consumption Improved cable management over copper interconnects Increased transmission distance Lowest cost optical interconnections for massively parallel muti- processors Solar cells and panels RF materials SATCOM subsystems Satellite communications Power modules for satellites Satellite to ground Communication Radiation tolerance Conversion of more light to power than silicon Reduced launch costs Increased bandwidth RF and electronic materials RF and electronic devices Optical transmitters for remoting Wireless communications Cellular telephones Pagers PCS handsets Direct broadcast systems PDAs Remoting Increased network capacity Lower power consumption Reduced network congestion Extended battery life Improved signal to noise performance HB-LEDs Miniature lamps Solid-State Lighting Flat panel displays Solid state lighting Outdoor signage and displays Traffic signal Lower power consumption Lower temperature operation Longer life The following chart depicts some of our products as well as the application in which our customers use them. |
In considering whether to approve such services, the Audit Committee will consider the following: • Whether the services are performed principally for the Audit Committee, • The effect of the service, if any, on audit effectiveness or on the quality and timeliness of the Company's financial reporting process, • Whether the service would be performed by a specialist (e.g., technology specialist) and who also provide audit support and whether that would hinder independence, • Whether the service would be performed by audit personnel and, if so, whether it will enhance the knowledge of the Company's business, • Whether the role of those performing the service would be inconsistent with the auditor's role (e.g., a role where neutrality, impartiality and auditor skepticism are likely to be subverted), • Whether the audit firm's personnel would be assuming a management role or creating a mutuality of interest with management, • Whether the auditors would be in effect auditing their own numbers, • Whether the project must be started and completed very quickly, • Whether the audit firm has unique expertise in the service, and • The size of the fee(s) for the non-audit service(s). |
Because of this, the following export risks may disproportionately affect our revenues: o political and economic instability may inhibit export of our systems and devices and limit potential customers' access to U.S. dollars in a country or region in which our customers are located; o shipping and installation costs of our systems may increase; o we may experience difficulties in the timeliness of collection of foreign accounts receivable and be forced to write off receivables from foreign customers; o a strong dollar may make our systems less attractive to foreign purchasers who may decide to postpone making such capital expenditures; o tariffs and other barriers may make our systems and devices less cost competitive; o we may have difficulty in staffing and managing our international operations; o the laws of certain foreign countries may not adequately protect our trade secrets and intellectual property and may be burdensome to comply with; and o potentially adverse tax consequences to our customers may make our systems and devices not cost-competitive. |
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