Document
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
 
August 3, 2017
Date of Report (Date of earliest event reported)

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11727436&doc=3
EMCORE CORPORATION
Exact Name of Registrant as Specified in its Charter


New Jersey
001-36632
22-2746503
State of Incorporation
Commission File Number
IRS Employer Identification Number
 

2015 W. Chestnut Street, Alhambra, California, 91803
Address of principal executive offices, including zip code
 

(626) 293-3400
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)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨





Item 2.02
Results of Operations and Financial Condition.

On August 3, 2017, EMCORE Corporation (the “Registrant”) issued a press release disclosing its unaudited financial results for its third quarter ended June 30, 2017.  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.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
 
 
 
Exhibit Number
 
Exhibit Description
 
 
 
99.1
 
Press Release, dated August 3, 2017, issued by EMCORE Corporation.



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
 Dated:
August 3, 2017
 
By: /s/ Jikun Kim
 
Name: Jikun Kim
Title: Chief Financial Officer



Exhibit




EXHIBIT 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11727436&doc=3

PRESS RELEASE

EMCORE Corporation Announces Financial Results for Third Quarter Ended June 30, 2017

Consolidated Q3 revenue of $31 million
Consolidated Q3 GAAP operating income of $2.0 million and Non-GAAP operating income of $3.6 million
GAAP EPS from continuing operations of $0.09 and Non-GAAP pre-tax EPS from continuing operations of $0.13
Expected Q4 revenue of $29 to $31 million

ALHAMBRA, California, August 3, 2017 - EMCORE Corporation (NASDAQ: EMKR - News), a leading provider of advanced Mixed-Signal Optics products that provide the foundation for today's high-speed communications network infrastructures and leading-edge defense systems, today announced financial results for its third quarter ended June 30, 2017.

Jeffrey Rittichier, EMCORE's President and CEO remarked, “EMCORE completed important operational transition milestones and delivered a solid quarter financially.” Rittichier went on to say, “We made strong investments in R&D in the quarter and announced the new EMCORE-OrionTM family of Inertial Navigation Systems. In addition, we received major design wins from our CATV customers for new linear transmission products based on our industry leading L-EML technology, positioning us for future growth.”

Financial Highlights - Third Quarter Ended June 30, 2017

Financial Highlights
 
For the Three Months Ended
(in thousands)
 
June 30, 2017
 
March 31, 2017
 
June 30, 2016
Revenue
 
$
30,952

 
$
32,591

 
$
22,376

GAAP Gross Profit
 
$
10,842

 
$
11,038

 
$
7,412

Non-GAAP Gross Profit
 
$
10,972

 
$
11,202

 
$
7,508

GAAP Operating income
 
$
2,009

 
$
1,757

 
$
1,522

Non-GAAP Operating Income
 
$
3,565

 
$
3,703

 
$
567

GAAP pre-tax EPS from continuing operations - per diluted share
 
$
0.09

 
$
0.07

 
$
0.05

Non-GAAP pre-tax EPS from continuing operations - per diluted share

 
$
0.13

 
$
0.14

 
$
0.02







Financial Statement Highlights for the Third Quarter of Fiscal 2017:
Consolidated revenue was $31.0 million, representing an 5.0% decrease from the prior quarter
Consolidated GAAP gross margin was 35.0%, representing an increase from the 33.9% gross margin reported in the prior quarter
Consolidated Non-GAAP gross margin was 35.4%, representing an increase from 34.4% reported in the prior quarter
Consolidated GAAP operating margin was 6.5%, representing an increase from 5.5% in the prior quarter
Consolidated Non-GAAP operating margin was 11.5%, representing an increase from 11.4% in the prior quarter
GAAP diluted pre-tax EPS from continuing operations of $0.09, representing an increase from $0.07 in the prior quarter
Non-GAAP diluted pre-tax EPS from continuing operations of $0.13, representing a decrease from $0.14 in the prior quarter
Cash and cash equivalents was $66.1 million at the end of the quarter

Business Outlook
The Company expects revenue for the fourth quarter ended September 30, 2017 to be in the range of $29 to $31 million.

Conference Call
The Company will discuss its financial results August 3 at 8:00 a.m. EST (5:00 a.m PST). The call will be available, live, to interested parties by dialing 866-428-9517. For international callers, please dial +1 224-357-2194. The conference passcode number is 50681906. The call will be webcast live via the Company's website at http://investor.emcore.com/events.cfm. A webcast will be available for replay beginning Thursday, August 3, 2017 for at least 90 days following the conclusion of the call on the Company's website.

About EMCORE
EMCORE Corporation is a leading provider of advanced Mixed-Signal Optics products that provide the foundation for today’s high-speed communication network infrastructures and leading-edge defense systems. Our optical chips, components, subsystems and systems enable broadband and wireless providers to continually enhance their network capacity, speed and coverage to advance the free flow of information that empowers the lives of millions of people daily. The Mixed-Signal Optics technology at the heart of our broadband transmission products is shared with our fiber optic gyros and military communications links to provide the aerospace and defense markets state-of-the-art systems that keep us safe in an increasingly unpredictable world. EMCORE’s performance-leading optical components and systems serve a broad array of applications including cable television, fiber-to-the-premise networks, telecommunications, wireless infrastructure, satellite RF fiber links, navigation systems and military communications. EMCORE has fully vertically-integrated manufacturing capability through its world-class Indium Phosphide (InP) wafer fabrication facility at our headquarters in Alhambra, California and is ISO 9001 certified in Alhambra, and at our facilities in Warminster, Pennsylvania and China. For further information about EMCORE, visit http://www.emcore.com.

Use of Non-GAAP Financial Measures
We disclose non-GAAP gross margin percentage, operating margin percentage, pre-tax EPS and income from continuing operations as a supplemental measure to U.S. GAAP income from continuing operations regarding our operational performance. These financial measures exclude the impact of certain items that we do not believe are indicative of our core operating results; therefore, it has not been calculated in accordance with U.S. GAAP. A reconciliation of non-GAAP pre-tax income from continuing operations to GAAP income from continuing operations, which identifies the items excluded from the non-GAAP measures, are provided in the table below titled "Reconciliation of GAAP to Non-GAAP Financial Measures".

We believe that these additional non-GAAP financial measures are useful to investors in assessing our operating performance. We also use these financial measures internally to evaluate our operating performance and for planning and forecasting of future periods. In addition, financial analysts that follow us may focus on and publish both historical results and future projections based on our non-GAAP financial measures. We also believe that it is in the best interests of our investors to provide this non-GAAP information.

While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. Our non-GAAP financial measures may not be reported by all of our competitors and it may not be directly comparable to similarly titled measures of other companies due to potential differences in calculation. We compensate for these limitations by using these non-GAAP financial measures as a supplement to U.S. GAAP and by providing a reconciliation of our non-GAAP financial measures to its most comparable U.S. GAAP financial measures.






Non-GAAP financial measures are not in accordance with or an alternative for U.S. GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable U.S. GAAP financial measures and it should be read only in conjunction with our consolidated financial statements prepared in accordance with U.S. GAAP.

Forward-Looking Statements
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. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports, statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate.

These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, “targets”, “will”, and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, sales levels, expense levels and other statements regarding matters that are not historical are forward-looking statements. We caution that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements.

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) the rapidly evolving markets for the Company's products and uncertainty regarding the development of these markets; (b) the Company's historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; (c) delays and other difficulties in commercializing new products; (d) the failure of new 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; (e) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (f) actions by competitors; and (g) other risks and uncertainties discussed under Item 1A - Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, as updated by our subsequent periodic reports.

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. All forward-looking statements in this press release are made as of the date hereof, based on information available to us as of the date hereof, and subsequent facts or circumstances may contradict, obviate, undermine, or otherwise fail to support or substantiate such statements. We caution you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in our filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s web site located at www.sec.gov, including the sections entitled “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Certain information included in this press release may supersede or supplement forward-looking statements in our other Exchange Act reports filed with the SEC. We assume no obligation to update any forward-looking statement to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.







EMCORE CORPORATION
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
June 30, 2017
 
March 31, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Revenue
 
$
30,952

 
$
32,591

 
$
22,376

 
$
93,719

 
$
66,398

Cost of revenue
 
20,110

 
21,553

 
14,964

 
61,796

 
44,563

Gross profit
 
10,842

 
11,038

 
7,412

 
31,923

 
21,835

Operating expense:
 
 
 
 
 
 
 
 
 
 
Selling, general, and administrative
 
5,815

 
5,672

 
6,125

 
17,065

 
15,771

Research and development
 
3,340

 
3,141

 
2,405

 
8,680

 
7,529

Impairments
 

 
468

 

 
468

 

Recovery of previously incurred litigation related fees and expenses from arbitration award
 
 
 

 
(2,599
)
 

 
(2,599
)
Gain on sale of assets
 
(322
)
 

 
(41
)
 
(322
)
 
(41
)
Total operating expense
 
8,833

 
9,281

 
5,890

 
25,891

 
20,660

Operating income
 
2,009

 
1,757

 
1,522

 
6,032

 
1,175

Other income (expense):
 
 
 
 
 
 
 
 
 
 
Interest income, net
 
77

 
46

 
32

 
146

 
40

Foreign exchange gain (loss)
 
53

 
44

 
(201
)
 
(306
)
 
(311
)
Other income
 
316

 

 

 
316

 

Total other income (expense)
 
446

 
90

 
(169
)
 
156

 
(271
)
Income from continuing operations before income tax (expense) benefit
 
2,455

 
1,847

 
1,353

 
6,188

 
904

Income tax (expense) benefit
 
(19
)
 
8

 
(175
)
 
(131
)
 
(22
)
Income (loss) from continuing operations
 
2,436

 
1,855

 
1,178

 
6,057

 
882

(Loss) income from discontinued operations, net of tax
 
(11
)
 
(7
)
 
123

 
(27
)
 
5,388

Net income
 
$
2,425

 
$
1,848

 
$
1,301

 
$
6,030

 
$
6,270

Per share data:
 
 
 
 
 
 
 
 
 
 
Net income (loss) per basic share:
 
 
 
 
 
 
 
 
 
 
   Continuing operations
 
$
0.09

 
$
0.07

 
$
0.05

 
$
0.23

 
$
0.04

   Discontinued operations
 
(0.00
)
 
(0.00
)
 
0.00

 
(0.00
)
 
0.20

Net income per basic share
 
$
0.09

 
$
0.07

 
$
0.05

 
$
0.23

 
$
0.24

 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per diluted share:
 
 
 
 
 
 
 
 
 
 
   Continuing operations
 
$
0.09

 
$
0.07

 
$
0.05

 
$
0.22

 
$
0.04

   Discontinued operations
 
(0.00
)
 
(0.00
)
 
0.00

 
(0.00
)
 
0.20

Net income per diluted share
 
$
0.09

 
$
0.07

 
$
0.05

 
$
0.22

 
$
0.24

 
 
 
 
 
 
 
 
 
 
 
Weighted-average number of basic shares outstanding
 
26,833

 
26,622

 
26,103

 
26,577

 
25,913

Weighted-average number of diluted shares outstanding
 
27,816

 
27,585

 
26,269

 
27,548

 
26,186







EMCORE CORPORATION
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 
As of
 
As of
 
June 30,
2017
 
September 30,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
66,094

 
$
63,905

Restricted cash
423

 
965

Accounts receivable, net
22,285

 
18,432

Inventory
26,147

 
24,150

Prepaid expenses and other current assets
6,633

 
3,764

Total current assets
121,582

 
111,216

Property, plant, and equipment, net
15,684

 
12,213

Non-current inventory
3,115

 
3,531

Other non-current assets, net
95

 
251

Total assets
$
140,476

 
$
127,211

LIABILITIES and SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
12,951

 
$
10,575

Accrued expenses and other current liabilities
8,687

 
7,684

Total current liabilities
21,638

 
18,259

Asset retirement obligations
1,620

 
1,573

Other long-term liabilities
55

 
62

Total liabilities
23,313

 
19,894

Shareholders’ equity:
 
 
 
Common stock
729,467

 
725,666

Treasury stock
(47,721
)
 
(47,721
)
Accumulated other comprehensive income
594

 
579

Accumulated deficit
(565,177
)
 
(571,207
)
Total shareholders’ equity
117,163

 
107,317

Total liabilities and shareholders’ equity
$
140,476

 
$
127,211









We have provided a reconciliation of our non-GAAP pre-tax income from continuing operations financial measure to its most directly comparable U.S. GAAP financial measure as indicated in the table below:

EMCORE Corporation
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
Income (Loss) from Continuing Operations
(in thousands, except per share data)
(unaudited)
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
June 30, 2017
 
March 31, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
US GAAP net income
 
$
2,425

 
$
1,848

 
$
1,301

 
$
6,030

 
$
6,270

US GAAP net loss (income) from discontinued operations
 
11

 
7

 
(123
)
 
27

 
(5,388
)
US GAAP net income from Continuing Operations
 
2,436

 
1,855

 
1,178

 
6,057

 
882

 
 
 
 
 
 
 
 
 
 
 
Income tax expense (benefit)
 
19

 
(8
)
 
175

 
131

 
22

Other income
 
(316
)
 

 

 
(316
)
 

Currency exchange (gain) loss
 
(53
)
 
(44
)
 
201

 
306

 
311

Total other income & tax related adjustments
 
(350
)
 
(52
)
 
376

 
121

 
333

 
 
 
 
 
 
 
 
 
 
 
Stock based compensation expense - R&D
 
143

 
119

 
91

 
362

 
277

Stock based compensation expense - SG&A
 
824

 
563

 
555

 
1,957

 
1,163

Litigation related expenses
 
7

 
96

 
265

 
361

 
1,482

Severance charges
 
774

 
536

 
678

 
1,482

 
678

Impairments
 

 
468

 

 
468

 

Recovery of previously incurred litigation related fees and expenses associated with arbitration award
 

 

 
(2,599
)
 

 
(2,599
)
Gain on sale of assets
 
(322
)
 

 
(41
)
 
(322
)
 
(41
)
Total operating expense adjustments
 
1,426

 
1,782

 
(1,051
)
 
4,308

 
960

 
 
 
 
 
 
 
 
 
 
 
ARO accretion
 
17

 
17

 
15

 
51

 
45

Stock based compensation expense - COGS
 
113

 
147

 
81

 
353

 
263

Total COGS adjustments
 
130

 
164

 
96

 
404

 
308

Non-GAAP pre-tax income from continuing operations
 
$
3,642

 
$
3,749

 
$
599

 
$
10,890

 
$
2,483

 
 
 
 
 
 
 
 
 
 
 
GAAP EPS from continuing operations - per diluted share
 
$
0.09

 
$
0.07

 
$
0.05

 
$
0.22

 
$
0.04

Other income and tax related adjustments
 
(0.01
)
 
0.00

 
0.01

 
0.00

 
0.01

Operating expense adjustments
 
0.05

 
0.06

 
(0.04
)
 
0.16

 
0.03

COGS adjustments
 
0.00

 
0.01

 
0.00

 
0.01

 
0.01

Non-GAAP pre-tax EPS from continuing operations - per diluted share
 
$
0.13

 
$
0.14

 
$
0.02

 
$
0.39

 
$
0.09

GAAP Gross Margin Percentage
 
35.0
%
 
33.9
%
 
33.1
%
 
34.1
%
 
32.9
%
Non GAAP Gross Margin Percentage
 
35.4
%
 
34.4
%
 
33.6
%
 
34.5
%
 
33.3
%
GAAP Operating Margin Percentage
 
6.5
%
 
5.5
%
 
6.8
%
 
6.4
%
 
1.8
%
Non GAAP Operating Margin Percentage
 
11.5
%
 
11.4
%
 
2.5
%
 
11.5
%
 
3.7
%






Stock-based compensation expense
The effect of recording stock-based compensation expense was as follows:

Stock-based Compensation Expense
For the Three Months Ended
 
For the Nine Months Ended
(in thousands)
June 30, 2017
 
March 31, 2017
 
June 30, 2016
 
June 30, 2017
 
June 30, 2016
Cost of revenue
$
113

 
$
147

 
$
81

 
$
353

 
$
263

Selling, general, and administrative
824

 
563

 
555

 
1,957

 
1,163

Research and development
143

 
119

 
91

 
362

 
277

Total stock-based compensation expense
$
1,080

 
$
829

 
$
727

 
$
2,672

 
$
1,703



Contact:
EMCORE Corporation
Jikun Kim
(626) 293-3400
investor@emcore.com

Sapphire Investor Relations, LLC
Erica Mannion or Michael Funari
(617) 542-6180
investor@emcore.com


_________________________