SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 7, 2003
EMCORE CORPORATION
(Exact name of registrant as specified in charter)
New Jersey 0-22175 22-2746503
------------------- ------------ --------------
State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
145 Belmont Drive, Somerset, New Jersey 08873
- --------------------------------------- ----------
(Address of principal offices) (Zip Code)
Registrant's telephone number including area code (732) 271-9090
(Former name or former address, if changed since last report) NOT APPLICABLE
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated May 7, 2003
Item 9. REGULATION FD DISCLOSURE
On May 7, 2003, EMCORE Corporation (the "Registrant") issued the Press Release
annexed hereto as Exhibit 99.1. The Registrant is making this disclosure under
Item 12 of Form 8-K, but in accordance with SEC Release 33-8216, it is set forth
under Item 9.
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
(Registrant)
By: /s/ Thomas G. Werthan
-----------------------------------
Thomas G. Werthan
Chief Financial Officer
Dated: May 7, 2003
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated May 7, 2003
EMCORE Corporation Reports Fiscal 2003 Second Quarter and Six Month Results
o Second Quarter Revenues Increase 19% Sequentially from First Quarter
to $27.7 million
o Revenues Expected to Increase 20% in the Third Quarter to $32-$34
million
SOMERSET, N.J., May 7, 2003 /PRNewswire-FirstCall/ -- EMCORE Corporation
(Nasdaq: EMKR - news), a leading provider of semiconductor technologies for
global communications applications, today reported financial results for the
fiscal 2003 second quarter ended March 31, 2003.
Revenues for the quarter ended March 31, 2003 were $27.7 million, an increase of
20% from the $23.1 million reported in the second quarter of fiscal 2002 and an
increase of 19% from the $23.2 million reported in the first quarter of fiscal
2003. Revenues for the six months ended March 31, 2003 were $50.9 million, an
increase of 21% from the $42.2 million reported in the six months ended March
31, 2002. For the six-month period, systems-related revenues of $24.6 million
have increased 68% from the prior year and materials-related revenues of $26.3
million have decreased 5% from the prior year. On a sequential basis,
systems-related revenues decreased 22% and materials-related revenues increased
80% from the prior quarter. In late January, EMCORE acquired Agere's West Coast
optoelectronics business, ORTEL Corporation, for approximately $26.2 million in
cash. Ortel contributed approximately $7.1 million of materials-related revenues
to the second quarter of fiscal 2003.
On a generally accepted accounting principles (GAAP) basis, net loss for the
second quarter of fiscal 2003 was $12.5 million or $0.34 loss per share compared
to net loss of $68.7 million or $1.88 loss per share in the second quarter of
fiscal 2002 and net loss of $2.9 million or $0.08 loss per share in the first
quarter of fiscal 2003. The increase in operating expenses in the second quarter
of fiscal 2003 when compared to the first quarter of fiscal 2003 was a direct
result of the ORTEL acquisition. Excluding impairment and restructuring charges
of $50.4 million, net loss for the second quarter of fiscal 2002 was $18.3
million or $0.50 loss per share. Excluding the gain from debt extinguishment of
$6.6 million, net loss for the first quarter of fiscal 2003 was $9.5 million or
$0.26 loss per share.
Net loss for the six months ended March 31, 2003 was $15.4 million or $0.42 loss
per share compared to net loss of $99.7 million or $2.74 loss per share for the
six months ended March 31, 2002. Excluding impairment, restructuring, and other
expense from fiscal 2002 and the gain from debt extinguishment from fiscal 2003,
net loss for the six months ended March 31, 2003 was $22.1 million or $0.60 loss
per share, compared to net loss of $36.0 million or $0.99 loss per share in the
six months ended March 31, 2002.
"We continue to meet the challenges in our target markets, and we are very
excited about the recent acquisition of ORTEL and the opportunities it creates
for our Company," said Reuben F. Richards, Jr., President and CEO of EMCORE
Corporation. "ORTEL complements our current portfolio of solutions for high
speed data and telecommunications networking systems, and allows us to extend
our leadership into a new market area for CATV and Fiber to the User
applications (FTTX). We are also pleased that EMCORE's cost cutting measures
have resulted in considerable improvement to our bottom line and cash flows."
commented Richards. "The significant decline in operating expenses from prior
year and expected sequential revenue growth demonstrates EMCORE's commitment to
streamlining its operations and improving shareholder value."
As a supplement to the consolidated financial statements presented on a GAAP
basis, EMCORE provides additional non-GAAP measures for net loss and net loss
per share in this press release. A non-GAAP financial measure is a numerical
measure of a company's performance that either excludes or includes amounts that
are not normally excluded or included in the most directly comparable measure
calculated and presented in accordance with GAAP. EMCORE believes that the
additional non-GAAP measures are useful to investors for financial analysis.
Management uses these measures internally to evaluate its operating performance
and the measures are used for planning and forecasting of future periods.
However, non-GAAP measures are not in accordance with, nor are they a substitute
for, GAAP measures. Please consult the table immediately following the Statement
of Operations for a reconciliation of GAAP results to non-GAAP results.
EMCORE will discuss the results further on a conference call to be held
tomorrow, Thursday, May 8, 2003 at 9:00 a.m. ET. To participate, U.S. callers
should dial (888) 896-0863 and international callers should dial (973) 582-2703.
A replay of the call will be available beginning May 8, 2003 at 11:30 a.m. ET
until May 5, 2003 at 11:59 p.m. ET. The U.S. replay call-in number is (877)
519-4471 and the access code is #3836977. The international replay number is
(973) 341-3080 and the access code is #3836977. The call will also be web cast
via the Company's web site at http://www.emcore.com. Please go to the site
beforehand to download any necessary software.
About EMCORE
EMCORE Corporation offers a versatile portfolio of compound semiconductor
products for the broadband and wireless communications and solid-state lighting
markets. The company's integrated solutions philosophy embodies state-of-the-art
technology, material science expertise, and a shared vision of our customer's
goals and objectives to be leaders and pioneers in the world of compound
semiconductors. EMCORE's solutions include: optical components for high speed
data and telecommunications; solar cells and solar panels for global satellite
communications; electronic materials for high bandwidth communications systems,
such as Internet access and wireless telephones; MOCVD tools for the growth of
GaAs, AlGaAs, InP, InGaP, InGaAlP, InGaAsP, GaN, InGaN, AlGaN, and SiC epitaxial
materials used in numerous applications, including data and telecommunications
modules, cellular telephones, solar cells and high brightness LEDs. For further
information about EMCORE, visit http://www.emcore.com.
The information provided herein may include forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 relating to future events that involve risks and
uncertainties. Words such as "expects," "anticipates," "intends," "plans,"
believes," and "estimates," and variations of these words and similar
expressions, identify these forward-looking statements. These forward-looking
statements include, without limitation, (a) statements regarding anticipated
results from EMCORE's recent acquisition of Ortel; (b) any statements or
implications regarding EMCORE's ability to remain competitive and a leader in
its industry, and the future growth of EMCORE, the industry and the economy in
general; (c) statements regarding the expected level and timing of benefits to
EMCORE from its restructuring and realignment efforts, including (i) expected
cost reductions and their impact on EMCORE's financial performance and (ii)
expected improvement to EMCORE's product and technology development programs;
(d) any and all guidance provided by EMCORE regarding its expected financial
performance in current or future periods, including, without limitation, with
respect to anticipated revenues for the third quarter of fiscal 2003; and (e)
EMCORE's beliefs regarding the purpose, usefulness and efficacy of non-GAAP
results and the measures and items EMCORE includes in the same, as well as any
benefits to investors EMCORE believes its non-GAAP measures provide. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected, including without
limitation, the following: (1) difficulties in integrating the Ortel's
operations into EMCORE's operations and the uncertainty as to the results to be
achieved by EMCORE in connection with this acquisition; (2) EMCORE's
restructuring and realignment efforts may not be successful in achieving their
expected benefits, may be insufficient to align EMCORE's operations with
customer demand and the changes affecting our industry, or may be more costly
than currently anticipated; (3) due to the current economic slowdown, in
general, and setbacks in our customers' businesses, in particular, our ability
to predict EMCORE's financial performance for future periods is far more
difficult than in the past; and (4) other risks and uncertainties described in
EMCORE's filings with the Securities and Exchange Commission such as
cancellations, rescheduling or delays in product shipments; manufacturing
capacity constraints; lengthy sales and qualification cycles; difficulties in
the production process; changes in semiconductor industry growth; increased
competition; delays in developing and commercializing new products; and other
factors. The forward-looking statements contained in this news release are made
as of the date hereof and EMCORE does not assume any obligation to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.
EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
------------------------------------------------------------
2003 2002 2003 2002
------------------------------------------------------------
Revenues:
Systems-related................................... $10,777 $ 4,341 $24,619 $14,636
Materials-related................................. 16,897 18,737 26,301 27,579
------------------------------------------------------------
Total revenues.............................. 27,674 23,078 50,920 42,215
Cost of revenues............................ 24,923 32,208 45,943 48,800
------------------------------------------------------------
Gross profit (loss)................ 2,751 (9,130) 4,977 (6,585)
Operating expenses:
Selling, general and administrative............... 7,392 9,483 13,171 16,481
Research and development.......................... 5,428 11,625 9,034 23,572
Gain from debt extinguishment..................... - - (6,614) -
Impairment and restructuring...................... - 35,939 - 35,939
------------------------------------------------------------
Total operating expenses.................... 12,820 57,047 15,591 75,992
------------------------------------------------------------
Operating loss..................... (10,069) (66,177) (10,614) (82,577)
Other expenses:
Interest expense, net............................. 1,741 1,682 3,522 2,610
Other expense..................................... - - - 13,262
Equity in net loss of unconsolidated affiliate.... 731 851 1,302 1,228
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Total other expenses........................ 2,472 2,533 4,824 17,100
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Net loss..................... ($12,541) ($68,710) ($15,438) ($99,677)
============================================================
Per share data:
Net loss per basic and diluted shares................ ($0.34) ($1.88) ($0.42) ($2.74)
============================================================
Weighted average basic shares outstanding used in
per share data calculations..................... 36,936 36,567 36,857 36,399
============================================================
Reconciliation of non-GAAP net loss
and net loss per share:
GAAP net loss................ ($12,541) ($68,710) ($15,438) ($99,677)
============================================================
Adjustments:
Inventory obsolescence charge..................... - 11,900 - 11,900
Accounts receivable loss provision................ - 2,603 - 2,603
Gain from debt extinguishment..................... - - (6,614) -
Impairment and restructuring...................... - 35,939 - 35,939
Other expense: investment write-down.............. - - - 13,262
------------------------------------------------------------
Non-GAAP net loss............ ($12,541) ($18,268) ($22,052) ($35,973)
============================================================
Non-GAAP net loss per basic and diluted shares....... ($0.34) ($0.50) ($0.60) ($0.99)
============================================================
EMCORE CORPORATION
CONSOLIDATED BALANCE SHEETS
As of March 31, 2003 and September 30, 2002
(in thousands)
As of As of
March 31, September 30,
ASSETS 2003 2002
(unaudited)
Current assets:
Cash and cash equivalents....................................................... $37,845 $42,716
Marketable securities........................................................... 5,876 41,465
Accounts receivable, net........................................................ 20,831 23,817
Accounts receivable, related party.............................................. 481 518
Inventories..................................................................... 29,907 31,027
Other current assets............................................................ 2,237 1,188
-----------------------------------
Total current assets....................................................... 97,177 140,731
Property, plant and equipment, net................................................ 102,185 101,302
Goodwill.......................................................................... 30,366 20,384
Investments in unconsolidated affiliate........................................... 9,140 8,482
Other assets, net................................................................. 17,111 15,044
-----------------------------------
Total assets............................................................... $255,979 $285,943
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LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $10,191 $10,346
Accrued expenses................................................................ 13,809 12,875
Advanced billings............................................................... 3,081 5,604
Capitalized lease obligation - current.......................................... 79 81
-----------------------------------
Total current liabilities.................................................. 27,160 28,906
Convertible subordinated notes.................................................... 161,750 175,000
Capitalized lease obligation, net of current portion.............................. 59 87
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Total liabilities.......................................................... 188,969 203,993
Commitments and contingencies.....................................................
Shareholders' equity:
Preferred stock, $0.0001 par, 5,882 shares authorized, no shares outstanding... - -
Common stock, no par value, 100,000 shares authorized, 37,017 shares issued
and 36,998 outstanding at March 31, 2003; 36,772 shares issued and 36,752
outstanding at September 30, 2002............................................. 334,567 334,051
Accumulated deficit............................................................ (266,351) (250,913)
Accumulated other comprehensive loss........................................... (240) (222)
Shareholders' notes receivable................................................. (34) (34)
Treasury stock, at cost; 19 shares............................................. (932) (932)
-----------------------------------
Total shareholders' equity................................................. 67,010 81,950
------------------------------------
Total liabilities and shareholders' equity................................. $255,979 $285,943
===================================
CONTACT:
EMCORE Corporation TTC Group
Tom Werthan - Chief Financial Officer or Victor Allgeier
(732) 271-9090 (212) 227-0997
info@emcore.com info@ttcominc.com