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 16,
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
16, 2005, EMCORE Corporation (the “Registrant”) issued a press release
disclosing its
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.
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
16, 2005
EXHIBIT
INDEX
|
Exhibit No.
|
Description |
| Press Release of EMCORE Corporation, dated November 16, 2005. |
EX-99.1
Press
Release
EMCORE
Corporation Reports Fiscal 2005 Fourth Quarter and Year-end
Results
-
Fiscal 2005 revenues increase 37% to $127.6 million;
-
Fourth quarter revenues increase 11% sequentially and 45% year over year to $37 million;
-
Company increases revenue guidance for first quarter to $39 million
SOMERSET,
New
Jersey, November 16, 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 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. Gross margins were 18% representing
an
increase of 14 percentage points, or $5.5 million, from the same period a
year
ago. Sequentially, gross margins decreased 2 percentage points, adversely
impacted by approximately $3 million of cost-reimbursable satellite contracts.
For the year ended September 30, 2005, revenues totaled $127.6 million, an
increase of 37% or $34.5 million, as compared to the $93.1 million recorded
for
the year ended September 30, 2004.
For
the quarter
ended June 30, 2005, the Company incurred $1.8 million of charges in connection
with the announced closing of the City of Industry facility. The Company
anticipated spending an additional $1 million during the fourth quarter
of
fiscal 2005 and first quarter of fiscal 2006 in connection with the closing
of
this facility and transitioning operations to New Mexico. In August 2005,
the
Company announced the receipt of a contract valued in excess of $8 million
and
has delayed the closing of this facility for approximately one year. As
a
result, until the facility closes, the Company no longer classifies these
expenses as restructuring charges, but includes them in selling, general
and
administrative expenses. During the fourth quarter, the Company incurred
$684,000 of severance and City of Industry related charges included in
selling,
general, and administrative expenses.
Operating
expenses,
excluding this $684,000, totaled $10.1 million, an increase of $700,000
or 7%
from the same quarter last year. Sequentially, operating expenses, excluding
severance and City of Industry related charges, remained flat. For the
year
ended September 30, 2005, operating expenses, excluding severance and City
of
Industry related charges, totaled $39.4 million, a decrease of $4.9 million
or
11% as compared to the year ended September 30, 2004.
EMCORE
reported a
fourth quarter operating loss, excluding the aforementioned City of Industry
related charges, of $3.6 million, a decrease of $4.7 million as compared
to the
same period last year. Sequentially, the operating loss, excluding City
of
Industry related charges, increased by $200,000. For the year ended September
30, 2005, the operating loss, excluding severance and other City of Industry
related charges, was $18.5 million, a decrease of $18.5 million from the
year
ended September 30, 2004.
Interest
expense,
net for the quarter totaled $936,000, essentially flat with last quarter
and
year over year. GELCORE, the Company’s joint venture with General Electric
Lighting, returned to profitability during the quarter with the completion
of
the manufacturing move to Mexico. The Company’s share of GELCORE income amounted
to $591,000 and included a favorable adjustment for taxes.
EMCORE
reported a
net loss for the quarter of $4.6 million, or $(0.10) per basic and diluted
share. Excluding severance and City of Industry related charges, the net
loss
amounted to $3.9 million, or ($0.08) per basic and diluted share. This
compares
to a net
loss of $9.6 million, or ($0.21) per basic and diluted share, for the same
quarter a year ago. For the year ended September 30, 2005, EMCORE reported
a net
loss of $13.1 million, or $(0.28) per basic and diluted share. Excluding
severance
and City of Industry related charges, the net loss amounted to $9.9 million,
or
($0.21) per basic and diluted share. This compares
to a net
loss of $12.3 million, or ($0.28) per basic and diluted share, for
the year ended
September 30, 2004.
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.
Favorable changes in working capital components accounted for the increase.
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 cash
provided by operating activities exceeded $5 million,” commented Mr. Reuben F.
Richards Jr., President and CEO. “We are optimistic as we enter fiscal 2006: our
backlog increased to a record $40.2 million in the September quarter,
and we
expect further increases in the December quarter based on early bookings;
we
have decreased our short term debt commitment by $14.4 million to just
over $1
million; and we have exciting opportunities to enter the terrestrial
solar cell
market with our world leading 35% efficient solar cell,” added Mr. Richards.
Company
& Quarterly Highlights
Nuon
Solar Team
Car wins 2005 World Solar Challenge using EMCORE solar cells.
The
Nuon
Solar
Team
and its car Nuna 3 have won the 2005 World
Solar
Challenge
in a
record-breaking time. The team covered the almost 1900 mile course from
Darwin
in the north of Australia to Adelaide in the south in a time of 29 hours,
11
minutes and posted an average speed of greater than 60 miles per hour.
The
Nuna 3 is covered with approximately 9 square meters of triple junction
gallium arsenide solar cells purchased from EMCORE.
EMCORE
will discuss
these 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
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
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
in
the preparation of the Company’s Annual Report on Form 10-K for fiscal 2005; (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.
EMCORE
CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the
three and twelve months ended September 30, 2005 and 2004
(in
thousands, except income (loss) per share)
(unaudited)
|
Three
Months Ended
September
30,
|
Twelve
Months Ended
September
30,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Revenue
|
$
|
36,975
|
$
|
25,539
|
$
|
127,603
|
93,069
|
||||||
|
Cost
of
revenue
|
30,453
|
24,525
|
106,746
|
85,780
|
|||||||||
|
Gross
profit
|
6,522
|
1,014
|
20,857
|
7,289
|
|||||||||
|
Operating
expenses:
|
|||||||||||||
|
Selling,
general and administrative
|
6,547
|
5,253
|
25,136
|
21,927
|
|||||||||
|
Research
and
development
|
4,240
|
5,260
|
17,429
|
23,555
|
|||||||||
|
Total
operating expenses
|
10,787
|
10,513
|
42,565
|
45,482
|
|||||||||
|
Operating
loss
|
(4,265
|
)
|
(9,499
|
)
|
(21,708
|
)
|
(38,193
|
)
|
|||||
|
Other
(income) expenses:
|
|||||||||||||
|
Interest
income
|
(303
|
)
|
(225
|
)
|
(1,081
|
)
|
(783
|
)
|
|||||
|
Interest
expense
|
1,239
|
1,241
|
4,844
|
6,156
|
|||||||||
|
Gain
from
debt extinguishment
|
-
|
-
|
-
|
(12,312
|
)
|
||||||||
|
Investment
loss
|
-
|
500
|
-
|
500
|
|||||||||
|
Equity
in net
(income) loss of GELcore
|
(591
|
)
|
(232
|
)
|
112
|
(789
|
)
|
||||||
|
Total
other
expenses (income)
|
345
|
1,284
|
3,875
|
(7,228
|
)
|
||||||||
|
Loss
from
continuing operations
|
(4,610
|
)
|
(10,783
|
)
|
(25,583
|
)
|
(30,965
|
)
|
|||||
|
Discontinued
operations:
|
|||||||||||||
|
Loss
from
discontinued operations
|
-
|
-
|
-
|
(2,045
|
)
|
||||||||
|
Gain
on
disposal of discontinued operations
|
-
|
-
|
12,476
|
19,584
|
|||||||||
|
Income
from
discontinued operations
|
-
|
-
|
12,476
|
17,539
|
|||||||||
|
Net
loss
|
$
|
(4,610
|
)
|
$
|
(10,783
|
)
|
$
|
(13,107
|
)
|
$
|
(13,426
|
)
|
|
|
Per
Share
Data:
|
|||||||||||||
|
Basic
and
diluted per share data:
|
|||||||||||||
|
Loss
from
continuing operations
|
$
|
(0.10
|
)
|
$
|
(0.23
|
)
|
$
|
(0.54
|
)
|
$
|
(0.72
|
)
|
|
|
Income
from
discontinued operations
|
-
|
-
|
0.26
|
0.41
|
|||||||||
|
Net
loss
|
$
|
(0.10
|
)
|
$
|
(0.23
|
)
|
$
|
(0.28
|
)
|
$
|
(0.31
|
)
|
|
|
Weighted
average shares outstanding used in
per
basic and
diluted share calculations
|
47,861
|
46,868
|
47,387
|
43,303
|
|||||||||
EMCORE
CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
As
of
September 30, 2005 and September 30, 2004
(in
thousands)
(unaudited)
|
As
of
September
30,
|
As
of
September
30,
|
||||||
|
|
2005
|
2004
|
|||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash
equivalents
|
$
|
19,525
|
$
|
19,422
|
|||
|
Restricted
cash
|
547
|
-
|
|||||
|
Marketable
securities
|
20,650
|
32,150
|
|||||
|
Accounts
receivable, net
|
22,633
|
20,775
|
|||||
|
Receivables,
related parties
|
4,197
|
215
|
|||||
|
Inventories,
net
|
18,348
|
14,839
|
|||||
|
Prepaid
expenses and other current assets
|
3,638
|
2,496
|
|||||
|
Total
current
assets
|
89,538
|
89,897
|
|||||
|
Property,
plant and equipment, net
|
56,957
|
65,354
|
|||||
|
Goodwill
|
34,643
|
33,584
|
|||||
|
Intangible
assets, net
|
5,347
|
5,177
|
|||||
|
Investments
in unconsolidated affiliates
|
12,698
|
10,003
|
|||||
|
Receivables,
related parties
|
169
|
3,754
|
|||||
|
Other
assets,
net
|
6,935
|
5,474
|
|||||
|
Total
assets
|
$
|
206,287
|
$
|
213,243
|
|||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
15,587
|
$
|
16,064
|
|||
|
Accrued
expenses
|
19,078
|
15,292
|
|||||
|
Convertible
subordinated note, current portion
|
15,775
|
-
|
|||||
|
Total
current
liabilities
|
50,440
|
31,356
|
|||||
|
Convertible
subordinated note
|
80,276
|
96,051
|
|||||
|
Other
liabilities
|
8
|
27
|
|||||
|
Total
liabilities
|
130,724
|
127,434
|
|||||
|
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,
48,023
shares
issued and 48,003 outstanding at September 30, 2005;
46,951
shares
issued and 46,931 outstanding at September 30, 2004
|
392,466
|
389,750
|
|||||
|
Accumulated
deficit
|
(315,971
|
)
|
(302,864
|
)
|
|||
|
Accumulated
other comprehensive loss
|
-
|
(111
|
)
|
||||
|
Shareholders’
notes receivable
|
-
|
(34
|
)
|
||||
|
Treasury
stock, at cost; 20 shares
|
(932
|
)
|
(932
|
)
|
|||
|
Total
shareholders’ equity
|
75,563
|
85,809
|
|||||
|
Total
liabilities and shareholders’ equity
|
$
|
206,287
|
$
|
213,243
|
In
accordance with
applicable regulations, a non-GAAP reconciliation is provided below,
which
allows investors to reconcile the non-GAAP measures discussed above
to
GAAP. 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.
EMCORE
CORPORATION
RECONCILIATION
OF NON-GAAP OPERATING EXPENSES
(in
thousands)
(unaudited)
|
Three
Months Ended
|
Twelve
Months Ended
|
|||||||||||||||
|
|
September
30,
2005
|
September
30,
2004
|
June
30,
2005
|
September
30,
2005
|
September
30,
2004
|
|||||||||||
|
Operating
expenses
|
$
|
10,787
|
$
|
10,513
|
$
|
11,963
|
$
|
42,565
|
$
|
45,482
|
||||||
|
Adjustments:
|
||||||||||||||||
|
Severance
and
City of Industry related charges
|
684
|
1,156
|
1,838
|
3,171
|
1,156
|
|||||||||||
|
Non-GAAP
operating expenses
|
$
|
10,103
|
$
|
9,357
|
$
|
10,125
|
$
|
39,394
|
$
|
44,326
|
||||||
EMCORE
CORPORATION
RECONCILIATION
OF NON-GAAP OPERATING LOSS
(in
thousands)
(unaudited)
|
Three
Months Ended
|
Twelve
Months Ended
|
|||||||||||||||
|
September
30,
2005
|
September
30,
2004
|
June
30,
2005
|
September
30,
2005
|
September
30,
2004
|
||||||||||||
|
Operating
loss
|
$
|
(4,265
|
)
|
$
|
(9,499
|
)
|
$
|
(5,232
|
)
|
$
|
(21,708
|
)
|
$
|
(38,193
|
)
|
|
|
Adjustments:
|
||||||||||||||||
|
Severance
and
City of Industry related charges
|
684
|
1,156
|
1,838
|
3,171
|
1,156
|
|||||||||||
|
Non-GAAP
operating loss
|
$
|
(3,581
|
)
|
$
|
(8,343
|
)
|
$
|
(3,394
|
)
|
$
|
(18,537
|
)
|
$
|
(37,037
|
)
|
|
EMCORE
CORPORATION
RECONCILIATION
OF NON-GAAP NET LOSS AND
NET LOSS PER SHARE
(in
thousands, except loss per share)
(unaudited)
|
Three
Months Ended
September
30,
|
Twelve
Months Ended
September
30,
|
||||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Net
loss
|
$
|
(4,610
|
)
|
$
|
(10,783
|
)
|
$
|
(13,107
|
)
|
$
|
(13,426
|
)
|
|
|
Adjustments:
|
|||||||||||||
|
Severance
and
City of Industry related charges
|
684
|
1,156
|
3,171
|
1,156
|
|||||||||
|
Non-GAAP
net
loss
|
|
(3,926
|
)
|
|
(9,627
|
)
|
|
(9,936
|
)
|
|
(12,270
|
)
|
|
|
Net
loss per
basic and diluted share
|
|
(0.10
|
)
|
|
(0.23
|
)
|
|
(0.28
|
)
|
|
(0.31
|
)
|
|
|
Non-GAAP
net
loss per basic and diluted share
|
$
|
(0.08
|
)
|
$
|
(0.21
|
)
|
$
|
(0.21
|
)
|
$
|
(0.28
|
)
|
|
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