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 2, 2018
Date of Report (Date of earliest event reported)
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 2, 2018, EMCORE Corporation (the “Registrant”) issued a press release disclosing its financial results for its third quarter ended June 30, 2018. 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 | |
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 2, 2018 | By: /s/ Jikun Kim Name: Jikun Kim Title: Chief Financial Officer |
EXHIBIT 99.1
PRESS RELEASE
EMCORE Corporation Announces Financial Results for Fiscal Third Quarter Ended June 30, 2018
• | Consolidated Q3 revenue of $17.7 million |
• | Consolidated Q3 GAAP operating loss of $8.0 million and Non-GAAP operating loss of $6.9 million |
• | GAAP pre-tax EPS from continuing operations of $(0.31) and Non-GAAP pre-tax EPS from continuing operations of $(0.26) |
ALHAMBRA, California, August 2, 2018 - 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 fiscal third quarter ended June 30, 2018.
Jeffrey Rittichier, EMCORE's President and CEO commented, “Several factors represented significant headwinds in the quarter. The trough in CATV orders hurt us on the top line while a poor product margin mix exerted additional pressure on margins. When coupled with higher factory costs due to weak absorption and higher E&O charges, our net income fell well below expectations.” Rittichier went on to say “Despite these challenges, our cash balance remained roughly unchanged in the quarter. Looking forward, we see stronger ordering patterns in Cable Television, especially with our LEML products, and a return toward more consistent manufacturing costs.”
Financial Highlights - Fiscal Third Quarter Ended June 30, 2018
Financial Highlights | For the Three Months Ended | |||||||||||
(in thousands) | June 30, 2018 | March 31, 2018 | June 30, 2017 | |||||||||
Revenue | $ | 17,717 | $ | 18,623 | $ | 30,952 | ||||||
GAAP Gross Profit | $ | 1,198 | $ | 4,947 | $ | 10,842 | ||||||
Non-GAAP Gross Profit | $ | 1,298 | $ | 5,078 | $ | 10,972 | ||||||
GAAP Operating (loss) income | $ | (7,954 | ) | $ | (3,929 | ) | $ | 2,009 | ||||
Non-GAAP Operating (loss) income | $ | (6,926 | ) | $ | (2,235 | ) | $ | 3,565 | ||||
GAAP pre-tax (loss) income from continuing operations | $ | (8,414 | ) | $ | (3,240 | ) | $ | 2,455 | ||||
Non-GAAP pre-tax (loss) income from continuing operations | $ | (6,710 | ) | $ | (2,072 | ) | $ | 3,642 | ||||
GAAP pre-tax EPS from continuing operations - per diluted share | $ | (0.31 | ) | $ | (0.12 | ) | $ | 0.09 | ||||
Non-GAAP pre-tax EPS from continuing operations - per diluted share | $ | (0.26 | ) | $ | (0.08 | ) | $ | 0.13 | ||||
Financial Statement Highlights for the Third Quarter of Fiscal 2018:
• | Consolidated revenue was $17.7 million, representing a 4.9% decrease from the prior quarter |
• | Consolidated GAAP gross margin was 6.8%, representing a decrease from the 26.6% gross margin in the prior quarter |
• | Consolidated Non-GAAP gross margin was 7.3%, representing a decrease from 27.3% in the prior quarter |
• | Consolidated GAAP operating margin was (44.9)%, representing a decrease from (21.1)% in the prior quarter |
• | Consolidated Non-GAAP operating margin was (39.1)%, representing a decrease from (12.0)% in the prior quarter |
• | GAAP diluted pre-tax EPS from continuing operations was $(0.31), representing a decrease from $(0.12) in the prior quarter |
• | Non-GAAP diluted pre-tax EPS from continuing operations was $(0.26), representing a decrease from $(0.08) in the prior quarter |
• | Cash and cash equivalents was $65.3 million at the end of the quarter, a decrease of $0.2 million when compared to the end of the prior quarter |
Business Outlook
The Company expects revenue for the fiscal fourth quarter ending September 30, 2018 to be in the range of $21 to $23 million.
Conference Call
The Company will discuss its financial results on August 2, 2018 at 8:00 a.m. EDT (5:00 a.m PDT). The call will be available by dialing 877-260-1479. For international callers, please dial +1 334-323-0522. The conference passcode number is 3752015. 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 2, 2018 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, data centers, 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 facility in Beijing, China. For further information about EMCORE, visit http://www.emcore.com.
Use of Non-GAAP Financial Measures
We disclose non-GAAP gross profit, gross margin percentage, operating income (loss), operating margin percentage, pre-tax EPS from continuing operations and pre-tax income (loss) from continuing operations as a supplemental measure to U.S. GAAP gross profit, gross margin percentage, operating income (loss), operating margin percentage, pre-tax EPS from continuing operations and pre-tax income (loss) 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, they have 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 they 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 the 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 our disclosures
of these measures 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, 2017, 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, 2018 | March 31, 2018 | June 30, 2017 | June 30, 2018 | June 30, 2017 | ||||||||||||||||
Revenue | $ | 17,717 | $ | 18,623 | $ | 30,952 | $ | 60,376 | $ | 93,719 | ||||||||||
Cost of revenue | 16,519 | 13,676 | 20,110 | 46,317 | 61,796 | |||||||||||||||
Gross profit | 1,198 | 4,947 | 10,842 | 14,059 | 31,923 | |||||||||||||||
Operating expense: | ||||||||||||||||||||
Selling, general, and administrative | 5,237 | 5,644 | 5,815 | 15,700 | 17,065 | |||||||||||||||
Research and development | 3,915 | 3,300 | 3,340 | 11,015 | 8,680 | |||||||||||||||
Impairments | — | — | — | — | 468 | |||||||||||||||
(Gain) loss on sale of assets | — | (68 | ) | (322 | ) | 39 | (322 | ) | ||||||||||||
Total operating expense | 9,152 | 8,876 | 8,833 | 26,754 | 25,891 | |||||||||||||||
Operating (loss) income | (7,954 | ) | (3,929 | ) | 2,009 | (12,695 | ) | 6,032 | ||||||||||||
Other income (expense): | ||||||||||||||||||||
Interest income, net | 216 | 163 | 77 | 490 | 146 | |||||||||||||||
Foreign exchange (loss) gain | (676 | ) | 526 | 53 | 136 | (306 | ) | |||||||||||||
Other income | — | — | 316 | — | 316 | |||||||||||||||
Total other (expense) income | (460 | ) | 689 | 446 | 626 | 156 | ||||||||||||||
(Loss) income from continuing operations before income tax benefit (expense) | (8,414 | ) | (3,240 | ) | 2,455 | (12,069 | ) | 6,188 | ||||||||||||
Income tax benefit (expense) | — | 169 | (19 | ) | 502 | (131 | ) | |||||||||||||
(Loss) income from continuing operations | (8,414 | ) | (3,071 | ) | 2,436 | (11,567 | ) | 6,057 | ||||||||||||
Loss from discontinued operations, net of tax | — | — | (11 | ) | — | (27 | ) | |||||||||||||
Net (loss) income | $ | (8,414 | ) | $ | (3,071 | ) | $ | 2,425 | $ | (11,567 | ) | $ | 6,030 | |||||||
Per share data: | ||||||||||||||||||||
Net (loss) income per basic share: | ||||||||||||||||||||
Continuing operations | $ | (0.31 | ) | $ | (0.11 | ) | $ | 0.09 | $ | (0.43 | ) | $ | 0.23 | |||||||
Discontinued operations | — | — | (0.00 | ) | — | (0.00 | ) | |||||||||||||
Net (loss) income per basic share | $ | (0.31 | ) | $ | (0.11 | ) | $ | 0.09 | $ | (0.43 | ) | $ | 0.23 | |||||||
Net (loss) income per diluted share: | ||||||||||||||||||||
Continuing operations | $ | (0.31 | ) | $ | (0.11 | ) | $ | 0.09 | $ | (0.43 | ) | $ | 0.22 | |||||||
Discontinued operations | — | — | (0.00 | ) | — | (0.00 | ) | |||||||||||||
Net (loss) income per diluted share | $ | (0.31 | ) | $ | (0.11 | ) | $ | 0.09 | $ | (0.43 | ) | $ | 0.22 | |||||||
Weighted-average number of basic shares outstanding | 27,387 | 27,197 | 26,833 | 27,204 | 26,577 | |||||||||||||||
Weighted-average number of diluted shares outstanding | 27,387 | 27,197 | 27,816 | 27,204 | 27,548 | |||||||||||||||
EMCORE CORPORATION
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
As of June 30, 2018 | As of September 30, 2017 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 65,312 | $ | 68,333 | |||
Restricted cash | 193 | 421 | |||||
Accounts receivable, net | 14,870 | 22,265 | |||||
Inventory | 24,152 | 25,139 | |||||
Prepaid expenses and other current assets | 11,553 | 8,527 | |||||
Total current assets | 116,080 | 124,685 | |||||
Property, plant, and equipment, net | 17,577 | 16,635 | |||||
Non-current inventory | 2,092 | 2,686 | |||||
Other non-current assets, net | 245 | 78 | |||||
Total assets | $ | 135,994 | $ | 144,084 | |||
LIABILITIES and SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 11,519 | $ | 11,818 | |||
Accrued expenses and other current liabilities | 11,332 | 9,825 | |||||
Total current liabilities | 22,851 | 21,643 | |||||
Asset retirement obligations | 1,648 | 1,638 | |||||
Other long-term liabilities | 68 | 29 | |||||
Total liabilities | 24,567 | 23,310 | |||||
Shareholders’ equity: | |||||||
Common stock | 732,806 | 730,906 | |||||
Treasury stock | (47,721 | ) | (47,721 | ) | |||
Accumulated other comprehensive income | 881 | 561 | |||||
Accumulated deficit | (574,539 | ) | (562,972 | ) | |||
Total shareholders’ equity | 111,427 | 120,774 | |||||
Total liabilities and shareholders’ equity | $ | 135,994 | $ | 144,084 | |||
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
(Loss) Income from Continuing Operations
(in thousands, except per share data)
(unaudited)
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||||||
June 30, 2018 | March 31, 2018 | June 30, 2017 | June 30, 2018 | June 30, 2017 | ||||||||||||||||
US GAAP net (loss) income | $ | (8,414 | ) | $ | (3,071 | ) | $ | 2,425 | $ | (11,567 | ) | $ | 6,030 | |||||||
US GAAP net loss from discontinued operations | — | — | 11 | — | 27 | |||||||||||||||
US GAAP (loss) income from Continuing Operations | (8,414 | ) | (3,071 | ) | 2,436 | (11,567 | ) | 6,057 | ||||||||||||
Income tax (benefit) expense | — | (169 | ) | 19 | (502 | ) | 131 | |||||||||||||
Other income | — | — | (316 | ) | — | (316 | ) | |||||||||||||
Currency exchange loss (gain) | 676 | (526 | ) | (53 | ) | (136 | ) | 306 | ||||||||||||
Total other income & tax related adjustments | 676 | (695 | ) | (350 | ) | (638 | ) | 121 | ||||||||||||
Stock based compensation expense - R&D | 157 | 166 | 143 | 461 | 362 | |||||||||||||||
Stock based compensation expense - SG&A | 625 | 652 | 824 | 1,915 | 1,957 | |||||||||||||||
Litigation related expenses | 127 | 174 | 7 | 593 | 361 | |||||||||||||||
Severance and restructuring charges | 19 | 639 | 774 | 747 | 1,482 | |||||||||||||||
Impairments | — | — | — | — | 468 | |||||||||||||||
(Gain) loss on sale of assets | — | (68 | ) | (322 | ) | 39 | (322 | ) | ||||||||||||
Total operating expense adjustments | 928 | 1,563 | 1,426 | 3,755 | 4,308 | |||||||||||||||
ARO accretion | 17 | 16 | 17 | 50 | 51 | |||||||||||||||
Stock based compensation expense - COGS | 83 | 115 | 113 | 337 | 353 | |||||||||||||||
Total COGS adjustments | 100 | 131 | 130 | 387 | 404 | |||||||||||||||
Non-GAAP pre-tax (loss) income from continuing operations | $ | (6,710 | ) | $ | (2,072 | ) | $ | 3,642 | $ | (8,063 | ) | $ | 10,890 | |||||||
GAAP EPS from continuing operations - per diluted share | $ | (0.31 | ) | $ | (0.11 | ) | $ | 0.09 | $ | (0.43 | ) | $ | 0.22 | |||||||
Other income and tax related adjustments | 0.02 | (0.03 | ) | (0.01 | ) | (0.02 | ) | 0.00 | ||||||||||||
Operating expense adjustments | 0.03 | 0.06 | 0.05 | 0.14 | 0.16 | |||||||||||||||
COGS adjustments | 0.00 | 0.00 | 0.00 | 0.01 | 0.01 | |||||||||||||||
Non-GAAP pre-tax EPS from continuing operations - per diluted share | $ | (0.26 | ) | $ | (0.08 | ) | $ | 0.13 | $ | (0.30 | ) | $ | 0.39 | |||||||
GAAP Gross Margin Percentage | 6.8 | % | 26.6 | % | 35.0 | % | 23.3 | % | 34.1 | % | ||||||||||
Non GAAP Gross Margin Percentage | 7.3 | % | 27.3 | % | 35.4 | % | 23.9 | % | 34.5 | % | ||||||||||
GAAP Operating Margin Percentage | (44.9 | )% | (21.1 | )% | 6.5 | % | (21.0 | )% | 6.4 | % | ||||||||||
Non GAAP Operating Margin Percentage | (39.1 | )% | (12.0 | )% | 11.5 | % | (14.2 | )% | 11.5 | % | ||||||||||
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, 2018 | March 31, 2018 | June 30, 2017 | June 30, 2018 | June 30, 2017 | ||||||||||||||
Cost of revenue | $ | 83 | $ | 115 | $ | 113 | $ | 337 | $ | 353 | |||||||||
Selling, general, and administrative | 625 | 652 | 824 | 1,915 | 1,957 | ||||||||||||||
Research and development | 157 | 166 | 143 | 461 | 362 | ||||||||||||||
Total stock-based compensation expense | $ | 865 | $ | 933 | $ | 1,080 | $ | 2,713 | $ | 2,672 | |||||||||
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
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