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UNITED
STATES
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
November
7, 2005
Date
of Report (Date of earliest event reported)
EMCORE
CORPORATION
Exact
name of registrant as specified in its charter
|
New Jersey |
0-22175 |
22-2746503 |
|
State of Incorporation |
Commission File Number |
IRS Employer Identification No. |
145
Belmont Drive, Somerset, New Jersey, 08873
Address
of principal executive offices, including Zip Code
(732)
271-9090
Registrant's
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02.
Results
of Operations and Financial Condition.
On November
7, 2005, EMCORE Corporation (the “Registrant” or the "Company") issued a press
release disclosing its preliminary
financial results for the fiscal 2005 fourth quarter and year ended September
30, 2005. A copy of this press release is attached as Exhibit 99.1
to this Current Report.
The
information in this Current Report, including Exhibit 99.1 hereto, shall not
be
incorporated by reference into any filing of the Registrant, whether made before
or after the date hereof, regardless of any general incorporation language
in
such filing, unless expressly incorporated by specific reference to such
filing. Furthermore, the
information in this Current Report, including Exhibit 99.1 hereto, shall not
be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise be subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended.
In
its
press release, the Registrant references a non-GAAP financial measure regarding
the Company's projected net loss per share, net of transition and
closure
costs associated with the Company’s City of Industry facility. In
accordance with applicable regulations, the corresponding GAAP financial
measure
(projected net loss per basic and fully diluted share) also is included in
the
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
also
uses these measures internally to evaluate the company's 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.
The
information set forth above is intended to be furnished under this Item 2.02,
“Results of Operations and Financial Condition,” and under Item 7.01,
“Regulation FD Disclosure.”
Item
7.01.
Regulation
FD Disclosure.
See
Item
2.02, “Results of Operations and Financial Condition,” above.
Item
9.01.
Financial
Statements and Exhibits.
(c)
Exhibits
SIGNATURE
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 hereunto
duly authorized.
| EMCORE CORPORATION | |
|
By: /s/
Thomas G. Werthan
Thomas
G. Werthan
Chief
Financial Officer
|
Dated:
November
7, 2005
EXHIBIT
INDEX
|
Exhibit No. |
Description |
| Press Release of EMCORE Corporation, dated November 7, 2005. |
EX-99.1
Press
Release
EMCORE
Corporation Reports Preliminary Fiscal 2005 Fourth Quarter and Year-end
Results and Schedules Earnings Conference Call
-
Fourth quarter revenues increase 11% sequentially and 45% year over year to $37 million;
-
Fiscal 2005 revenues increase 37% to $127.6 million;
-
Company increases revenue guidance for first quarter to $39 million;
-
Company to present at the AeA Classic Financial Conference November 8th and 9th in San Diego.
SOMERSET,
New
Jersey, November 7, 2005 -- EMCORE Corporation (NASDAQ: EMKR), a leading
provider of compound semiconductor-based components and subsystems for the
broadband, fiber optic, satellite, and wireless communications markets, today
announced its preliminary financial results for the fiscal 2005 fourth quarter
and year ended September 30, 2005.
Revenues
for the
fourth quarter of fiscal 2005 were $37.0 million, an increase of 45% from
the
$25.5 million reported in the fourth quarter of fiscal 2004, and an increase
of
$3.8 million, or 11%, from the $33.2 million in the previous quarter. All
three
of the Company’s operating segments; Fiber Optics, Photovoltaics and Electronic
Materials and Devices, posted revenue increases both sequentially and year
over
year. Revenues for Electronic materials and devices of $3.5 million represented
an increase of 6% sequentially and 35% year over year. Photovoltaics revenues
of
$9.3 million represented an increase of 6% sequentially and 12% year over
year.
Fiber optic revenues of $24.2 million represented an increase of 15%
sequentially and 66% year over year.
Gelcore,
the
Company’s joint-venture with General Electric Lighting returned to profitability
during the quarter as the relocation of manufacturing operations to Mexico
has
been completed.
Backlog
at
September 30, 2005 was $40.3 million, an increase of $5.9 million, or 17%
from
the backlog of $34.4 at June 30, 2005. All three of the Company’s operating
segments reported increased backlog.
Net
loss per share,
net of transition and closure costs associated with the Company’s City of
Industry facility is expected to be approximately $(0.08). Net loss per
basic
and fully diluted share is expected to be in the range of $(0.10) - $(0.11)
per
share.
Cash,
cash
equivalents and marketable securities at September 30, 2005 totaled
approximately $40.2 million, an increase of $3.6 million from June 30,
2005.
Management Discussion and Outlook
“Revenues
of $37
million far exceeded our guidance of $34-$35 million and represented
an increase
of 11% sequentially and 45% when compared to last year. Bookings continue
to
increase and we are raising our revenue estimates for our first fiscal
quarter
of 2006 to $39 million. This quarter, we are pleased to report that our
cash
balance increased almost $4 million from positive changes in working
capital
components. We are optimistic as we enter fiscal 2006: we have a strong
base of
products that are in high demand from a tier one customer base; backlog
continues to grow as illustrated by revenue gains in all three of our
operating
segments; and we have exciting opportunities to enter the terrestrial
solar cell
market with our world leading 35% efficient solar cell,” commented Reuben F.
Richards, Jr., President and Chief Executive Officer.
Please
note that
these results are preliminary and, in connection with its year end audit,
the
Company may record accounting adjustments that effect GAAP net loss per
share
and adjusted net loss per share.
EMCORE
management
will present at the AeA Classic Financial Conference at the Manchester
Grand
Hyatt Hotel in San Diego on November 8th and 9th,
2005.
EMCORE
will release
full earnings at the close of business on November 16, 2005 and discuss
the
results further on a conference call to be held 9:00 a.m. eastern standard
time
on November 17, 2005. To participate in the call, U.S. callers should
dial (toll
free) 800-683-1525 and international callers should dial 973-935-2100.
A replay
of the call will be available beginning November 17, 2005 at 11:15 a.m.
ET until
November 24, 2005 at 11:59 p.m. ET. The replay call-in number for U.S.
callers
is 877-519-4471, for international callers it is 973-341-3080, and the
access
code is 6646855#. The call also will 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 broad portfolio of compound semiconductor-based components and
subsystems for the broadband, fiber optic, satellite, and wireless
communications markets. EMCORE has three operating segments: Fiber Optics,
Photovoltaics, and Electronic Materials and Devices. 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 in the transport of voice, data, and video over copper, hybrid
fiber/coax (HFC), fiber, satellite, and wireless networks. EMCORE's solutions
include: optical components and subsystems for fiber-to-the-premise, cable
television, and high speed data and telecommunications networks; solar
cells,
solar panels, and fiber optic ground station links for global satellite
communications; and electronic materials for high bandwidth wireless
communications systems, such as Wi-Fi Internet access and cell phones.
Through
its joint venture participation in GELcore, LLC, EMCORE plays a vital role
in
developing and commercializing next-generation High-Brightness LED technology
for use in the general and specialty illumination markets. For further
information about EMCORE, visit http://www.emcore.com.
Disclaimer
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. Such forward-looking statements include but are not
limited to
statements relating to Emcore’s anticipated final financial results for the
fourth quarter and year ended September 30, 2005, including net loss
per share,
and 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
also include,
without limitation, (a) any statements or implications regarding EMCORE’s
ability to remain competitive and a leader in its industry, and the
future
growth of EMCORE, or the industry and the economy in general; (b) statements
regarding the expected level and timing of benefits to EMCORE from
its current
cost reduction efforts, including (i) expected cost reductions and
their impact
on EMCORE’s financial performance, (ii) EMCORE’s continued leadership in
technology and manufacturing in its markets, and (iii) the belief that
the cost
reduction efforts will not impact product development or manufacturing
execution; (c) any statement or implication that the products described
in this
press release (i) will be successfully introduced or marketed, (ii)
will be
qualified and purchased by our customers, or (iii) will perform to
any
particular specifications or performance or reliability standards;
(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 first quarter of fiscal 2006. These forward-looking
statements involve risks and uncertainties that could cause actual
results to
differ materially from those projected, including without limitation,
the
following: (a) a change in accounting treatment for items that are
still under
review (b) EMCORE’s cost reduction efforts may not be successful in achieving
their expected benefits, (including, among other things, cost structure,
gross
margin and other profitability improvements), due to, among other things,
shifts
in product mix, selling price pressures, costs and delays related to
product
transfers to lower cost manufacturing locations and associated facility
closures, and execution concerns; (c) the failure of the products (i)
to perform
as expected without material defects, (ii) to be manufactured at acceptable
volumes, yields, and cost, (iii) to be qualified and accepted by our
customers,
and, iv) to successfully compete with products offered by our competitors
and
(d) 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.
Contact
EMCORE
Corporation
Tom
Werthan - Chief
Financial Officer
(732)
271-9090
info@emcore.com
or
TTC
Group
Victor
Allgeier
(212)
227-0997
info@ttcominc.com