form8-k.htm

0000808326-09-000058.txt : 20090818 0000808326-09-000058.hdr.sgml : 20090818 20090818134039 ACCESSION NUMBER: 0000808326-09-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090817 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090818 DATE AS OF CHANGE: 20090818 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCORE CORP CENTRAL INDEX KEY: 0000808326 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 222746503 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22175 FILM NUMBER: 091021192 BUSINESS ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 BUSINESS PHONE: 505-332-5000 MAIL ADDRESS: STREET 1: 10420 RESEARCH ROAD, SE CITY: ALBUQUERQUE STATE: NM ZIP: 87123 8-K 1 form8-k.htm FORM 8-K form8-k.htm

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 17, 2009

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 Number

10420 Research Road, SE, Albuquerque, NM 87123

Address of principal executive offices, including zip code

(505) 332-5000

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:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□	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))

ITEM 2.02 Results of Operations and Financial Condition.

On August 17, 2009, EMCORE Corporation (the “Registrant”) issued a press release disclosing its unaudited financial results for the third quarter of fiscal 2009 ended June 30, 2009. 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”.

***

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 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 our ability to remain competitive and a leader in its industry, and the future growth of the Company, or the industry and the economy in general; (b) statements regarding the expected level and timing of benefits from our current cost reduction efforts, including (i) expected cost reductions and their impact on our financial performance, (ii) our ability to reduce operating expenses associated with recent acquisitions (iii) our continued leadership in technology and manufacturing in our markets, and (iv) 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 us regarding its expected financial performance in future periods, including, without limitation, with respect to anticipated revenues for the fourth quarter of fiscal 2009. 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 impact on the Company, our customers and our suppliers from the current worldwide economic crisis; (b) our 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, integration difficulties, and execution concerns; (c) we may encounter difficulties in integrating recent acquisitions and as a result may sustain increased operating expenses, delays in commercializing new products, production difficulties associated with transferring products to our manufacturing facilities and disruption of customer relationships; (d) 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; (e) we may not be successful in undertaking the steps currently planned in order to increase our liquidity; and (f) other risks and uncertainties described in our 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 press release are made as of the date hereof and we do not assume any obligation to update the reasons why actual results could differ materially from those projected in the forward–looking statements.

ITEM 7.01 Regulation FD Disclosure.

See ITEM 2.02, “Results of Operations and Financial Condition” above.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated August 17, 2009, 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 18, 2009	By: /s/ John M. Markovich Name: John M. Markovich Title: Chief Financial Officer

EX-99.1 2 ex99-1.htm EXHIBIT 99-1: FY09 Q3 EARNINGS PRESS RELEASE ex99-1.htm

EXHIBIT 99.1

PRESS RELEASE

EMCORE Corporation Announces Unaudited Results for Its Third Quarter Ended June 30, 2009

·	Company Generates Positive Cash Flow from Operations for the Quarter

·	Photovoltaics Business Segment Achieves Record Quarterly Profitability

·	Consolidated Order Backlog Increases by 62% to Approximately $50 Million

ALBUQUERQUE, New Mexico, August 17, 2009 – EMCORE Corporation (NASDAQ: EMKR – News), a leading provider of compound semiconductor-based components and subsystems for the fiber optics and solar power markets, today announced unaudited financial results for its fiscal third quarter and nine-month periods ended June 30, 2009.

Quarterly Results:

Revenue:

Revenue for the third quarter of fiscal 2009 was $38.5 million, a decrease of $4.8 million, or 11%, from $43.3 million reported in the immediately preceding quarter.

On a segment basis, third quarter revenue for the Photovoltaics segment was $16.1 million, an increase of $1.2 million, or 8%, from $14.9 million reported in the immediately preceding quarter with the increase due to greater demand for satellite solar power products. The Photovoltaics segment accounted for 42% of the Company's consolidated third quarter revenue compared to 34% in the preceding second fiscal quarter.

Third quarter revenue for the Fiber Optics segment was $22.4 million, a decrease of $6.0 million, or 21%, from $28.4 million reported in the immediately preceding quarter with the decline in revenue concentrated primarily in the telecom and CATV product lines. The Fiber Optics segment accounted for 58% of the Company's consolidated third quarter revenue compared to 66% in the preceding second fiscal quarter.

Gross Profit / (Loss):

After excluding certain adjustments, as set forth in the attached non-GAAP tables, the third quarter consolidated non-GAAP gross profit was $5.9 million, a $4.5 million improvement from $1.4 million reported in the preceding quarter with the corresponding non-GAAP gross margin increasing to 15.3% from 3.3% in the preceding quarter. On a GAAP basis, the consolidated gross loss for the third quarter was $2.4 million, an improvement of $4.6 million from a $7.0 million gross loss reported in the preceding quarter. During the quarter, the Company recorded approximately $6.4 million in non-cash losses on firm inventory purchase commitments and $1.9 million in non-cash inventory reserve adjustments in its Fiber Optics segment, both of which adversely impacted gross profit and margins.

On a segment basis, third quarter Photovoltaics non-GAAP gross margin was a record 33.9%, a significant increase from a 20.5% gross margin reported in the preceding quarter with the improvement due primarily to increased sales of higher margin satellite solar panels along with improved manufacturing yields on solar cells. The third quarter marks the second consecutive quarter of sequentially improved non-GAAP gross margins in the Photovoltaics segment. On a GAAP basis, the third quarter Photovoltaic gross margin mirrored the non-GAAP gross margin at 33.9% compared to a negative 24.7% gross margin in the preceding quarter.

Third quarter Fiber Optics non-GAAP gross margin was 1.8%, an increase from a negative 5.7% gross margin reported in the preceding quarter with the improvement due primarily to higher margins in the Company’s broadband product lines. On a GAAP basis, third quarter Fiber Optics gross margin was negative 35.2%, a decrease from a negative 11.7% gross margin reported in the preceding quarter with the decline due primarily to non-cash losses recorded on firm inventory purchase commitments which will become excess and/or obsolete, non-cash inventory valuation write-downs and unabsorbed overhead expenses, the result of lower revenue levels.

Operating Expenses:

Sales, general, and administrative expenses for the third quarter totaled $10.9 million, a decrease of $1.1 million, or 9%, from $12.0 million reported in the preceding quarter. Research and development expenses for the third quarter totaled $5.7 million, a decrease of $1.2 million, or 18%, from $6.9 million reported in the preceding quarter. As a result of the Company’s on-going cost reduction initiatives, SG&A expenses declined sequentially in each of the last two fiscal quarters while R&D expenses declined in each of the last four fiscal quarters.

Impairment:

During the three months ended June 30, 2009, the Company performed an evaluation of its Fiber Optics assets for impairment as required by Statement of Financial Accounting Standard No. 144. As a result of the evaluation, it was determined that impairment existed, and a charge of $27.0 million was recorded to write down the long-lived assets to estimated fair value, which was determined based on a combination of guideline public company comparisons and discounted estimated future cash flows.

The current economic and financial market conditions had a significant negative effect on the Company’s assessment of the fair value of the Fiber Optics asset groups. The magnitude of the impairment charge resulted from the effects of recent declines in market values of comparable public companies’ debt and equity securities and the combined effect of the current slowdown in product orders and lower product pricing exacerbated by currently high discount rates used in estimating fair values.

Operating and Net Loss:

After excluding certain non-cash and other adjustments, as set forth in the attached non-GAAP tables, the third quarter consolidated non-GAAP operating loss was $7.2 million, a $7.4 million, or 51%, improvement from a $14.6 million operating loss reported in the preceding quarter. On a GAAP basis, the third quarter consolidated operating loss was $46.0 million, a $20.1 million increase from an operating loss of $25.9 million reported in the preceding quarter.

After excluding certain non-cash and other adjustments, as set forth in the attached non-GAAP tables, the third quarter consolidated non-GAAP net loss was $7.3 million, a $7.4 million, or 50%, improvement from a $14.7 million net loss reported in the preceding quarter. On a GAAP basis, the consolidated net loss for the third quarter was $45.4 million, a $21.6 million increase from a net loss of $23.7 million reported in the preceding quarter.

On a per share basis, the third quarter non-GAAP net loss per share was $0.09, an improvement of $0.10 per share from a $0.19 loss per share reported in the preceding quarter. On a GAAP basis, the third quarter net loss per share was $0.57, an increase of $0.27 per share from a $0.30 net loss per share reported in the preceding quarter.

Cash Flow:

On a consolidated basis, the Company generated positive cash flow from operations during the third quarter due to the combination of a lower cash operating loss and the continuation of improved working capital management.

Order Backlog:

As of June 30, 2009, the Company had a consolidated order backlog of approximately $49.6 million, an $18.9 million, or 62%, increase from a $30.7 million order backlog reported as of the end of the preceding quarter. On a segment basis, the quarter-end Photovoltaics order backlog totaled $36.2 million, a $16.4 million, or 83%, increase from $19.8 million reported as of the end of the preceding quarter. The quarter-end Fiber Optics order backlog totaled $13.4 million, a $2.5 million, or 23% increase from $10.9 million reported as of the end of the preceding quarter. Order backlog is defined as purchase orders or supply agreements accepted by the Company with expected product delivery and / or services to be performed within the next twelve months.

Liquidity and Balance Sheet Highlights:

§	As of June 30, 2009, cash, cash equivalents, and restricted cash totaled approximately $9.9 million and working capital totaled $45.3 million.

§	During the third quarter, the Company generated positive cash flow from operations and positive free cash flow, net of capital expenditures.

§	Over the last two quarters, the Company generated $15.9 million from the reduction in inventory levels and $15.4 million from the collection of accounts receivable while, at the same time, lowering its accounts payable obligations by $23.6 million.

§	Over the last two quarters, the Company has reduced the amount of debt outstanding under its line of credit with Bank of America by $10.5 million, to $5.0 million at the end of the third quarter, and is in full compliance with its bank financial covenants.

In addition to continuing to focus on improving profitability and managing its working capital, the Company continues to pursue and evaluate a number of capital raising alternatives including debt and/or equity financings, product joint-venture opportunities and the potential separation or divestiture of certain portions of the Company’s business. Subsequent to the end of the third quarter, the Company filed a Form S-3 Registration Statement with the Securities and Exchange Commission that provides for up to $50 million in debt and/or equity securities.

Business Outlook:

For the fourth quarter of fiscal 2009, ending September 30, 2009, the Company expects consolidated revenue to be in the range of $38 to $42 million and expects to generate positive cash flow from operations.

Conference Call:

EMCORE will discuss its unaudited results for its fiscal third quarter and nine-month period ended June 30, 2009 on a conference call to be held on Monday, August 17, 2009 at 5:00 pm ET. To participate in the conference call, U.S. callers should dial (toll free) 800-930-1344 and international callers should dial 913-312-0847. The access code for the call is 4504248. A replay of the call will be available beginning August 17, 2009 at 8:00p.m. ET until August 24, 2009 at 11:59 p.m. ET. The replay call-in number for U.S. callers is 888-203-1112, for international callers it is 719-457-0820 and the access code is 4504248. 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 is a leading provider of compound semiconductor–based components and subsystems for the fiber optics and solar power markets. EMCORE's Fiber Optics segment offers optical components, subsystems and systems that enable the transmission of video, voice and data over high–capacity fiber optic cables for high–speed data and telecommunications, cable television (CATV) and fiber–to–the–premises (FTTP) networks. EMCORE's Solar Power segment provides solar products for satellite and terrestrial applications. For satellite applications, EMCORE offers high–efficiency compound semiconductor–based multi-junction solar cells, covered interconnect cells and fully integrated solar panels. For terrestrial applications, EMCORE offers concentrating photovoltaic (CPV) systems for utility scale solar applications as well as offering its high–efficiency multi-junction solar cells and CPV components for use in solar power concentrator systems. For specific information about our company, our products or the markets we serve, please visit our website at http://www.emcore.com.

Forward–looking statements:

EMCORE CORPORATION

Condensed Consolidated Statements of Operations

For the three and nine months ended June 30, 2009 and 2008

(in thousands, except loss per share)

(unaudited)

	Three Months Ended June 30,						Nine Months Ended June 30,
		2009			2008			2009			2008

Revenue	$	38,489		$	75,502		$	135,829		$	178,668

Cost of revenue		40,917			61,856			143,673			148,271

Gross (loss) profit		(2,428	)		13,646			(7,844	)		30,397

Operating expenses:
Selling, general, and administrative		10,914			13,906			35,039			36,032
Research and development		5,654			11,382			20,655			28,132
Impairments		27,000			-			60,781			-
Total operating expenses		43,568			25,288			116,475			64,164

Operating loss		(45,996	)		(11,642	)		(124,319	)		(33,767	)

Other (income) expense:
Interest income		(3	)		(124	)		(83	)		(778	)
Interest expense		105			-			443			1,580
Impairment of investment		-			-			366			-
Loss from conversion of subordinated notes		-			-			-			4,658
Stock–based expense from tolled options		-			-			-			4,316
Gain from sale of investments		-			(3,692	)		(3,144	)		(3,692	)
Loss on disposal of equipment		-			-			-			86
Foreign exchange (gain) loss		(745	)		(104	)		635			(302	)
Total other (income) expense		(643	)		(3,920	)		(1,783	)		5,868

Net loss	$	(45,353	)	$	(7,722	)	$	(122,536	)	$	(39,635	)

Per share data:
Basic and diluted per share data:
Net loss	$	(0.57	)	$	(0.10	)	$	(1.56	)	$	(0.62	)

Weighted-average number of basic and diluted shares outstanding		79,700			76,582			78,632			64,155

EMCORE CORPORATION

Condensed Consolidated Balance Sheets

As of June 30, 2009 and September 30, 2008

(In thousands)

(unaudited)

		June 30, 2009			September 30, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	9,386		$	18,227
Restricted cash		366			1,854
Available-for-sale securities		1,400			2,679
Accounts receivable		41,892			60,313
Inventory, net		39,503			64,617
Prepaid expenses and other current assets		4,424			7,100

Total current assets		96,971			154,790

Property, plant, and equipment, net		57,695			83,278
Goodwill		20,384			52,227
Other intangible assets, net		13,539			28,033
Investments in unconsolidated affiliates		-			8,240
Available-for-sale securities, non-current		-			1,400
Long-term restricted cash		163			569
Other non-current assets, net		802			741

Total assets	$	189,554		$	329,278

LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Line of credit	$	4,984		$	-
Short-term debt		889			-
Accounts payable		21,861			52,266
Accrued expenses and other current liabilities		23,909			23,290

Total liabilities		51,643			75,556

Commitments and contingencies

Shareholders’ equity:
Preferred stock, $0.0001 par, 5,882 shares authorized, no shares outstanding		-			-
Common stock, no par value, 200,000 shares authorized, 80,647 shares issued and 80,488 outstanding at June 30, 2009; 77,920 shares issued and 77,761 shares outstanding at September 30, 2008		686,392			680,020
Accumulated deficit		(547,300	)		(424,764	)
Accumulated other comprehensive income		902			549
Treasury stock, at cost; 159 shares as of June 30, 2009 and September 30, 2008		(2,083	)		(2,083	)

Total shareholders’ equity		137,911			253,722

Total liabilities and shareholders’ equity	$	189,554		$	329,278

Use of Non-GAAP Measures

EMCORE provides non–GAAP gross profit and gross margin, non–GAAP operating loss, and non–GAAP net loss and net loss per share as supplemental measures to GAAP regarding our operational performance. These financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. A detailed explanation of each of the adjustments to such financial measures is described below. This press release also contains a reconciliation of each of these non–GAAP financial measures to its most comparable GAAP financial measure.

EMCORE believes that the additional non–GAAP measures are useful to investors in assessing the Company’s financial condition and performance. In particular, management believes it is appropriate in evaluating EMCORE's operations to exclude gains or losses from specific accounts receivable and inventory write-downs, loss from firm purchase commitments, patent litigation and other corporate legal–related charges; impairment charges; and warranty, severance and restructuring–related expenses because these items would make results less comparable between periods. 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. In addition, many financial analysts that follow our Company focus on and publish both historical results and future projections based on non–GAAP financial measures. We believe that it is in the best interest of our investors to provide this information to analysts so that they accurately report the non–GAAP financial information. However, non–GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures.

While management believes 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. These non–GAAP financial measures are not prepared in accordance with GAAP, may not be reported by all of the Company's competitors and may not be directly comparable to similarly titled measures of the Company's competitors due to potential differences in the exact method of calculation. The Company compensates for these limitations by using these non–GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non–GAAP financial measures to their most comparable GAAP financial measures.

Non–GAAP financial measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States. The Company's non–GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures, and should be read only in conjunction with the Company's consolidated financial statements prepared in accordance with GAAP.

The Company has provided a reconciliation of the non–GAAP financial measures to the most directly comparable GAAP financial measures as indicated in the tables listed below:

Non-GAAP Table Gross profit (loss) and margin Unaudited (in thousands, except percentages)	Three Months Ended March 31, 2009									Three Months Ended June 30, 2009
		Fiber Optics			Photovoltaics			Total			Fiber Optics			Photovoltaics		Total

Gross (loss) profit – GAAP	$	(3,330	)	$	(3,675	)	$	(7,005	)	$	(7,889	)	$	5,461	$	(2,428	)

Specific adjustments:
Inventory valuation		1,468			5,663			7,131			1,919			-		1,919
Loss on commitments		-			-			-			6,380			-		6,380
Product warranty		248			1,056			1,304			-			-		-

Gross (loss) profit – Non-GAAP	$	(1,614	)	$	3,044		$	1,430		$	410		$	5,461	$	5,871


Gross margin – GAAP		(11.7%	)		(24.7%	)		(16.2%	)		(35.2%	)		33.9%		(6.3%	)

Gross margin – Non-GAAP		(5.7%	)		20.5%			3.3%			1.8%			33.9%		15.3%

Non-GAAP Table Operating Loss Unaudited (in thousands)		Three Months Ended March 31, 2009			Three Months Ended June 30, 2009

Operating loss – GAAP	$	(25,862	)	$	(45,996	)

Specific adjustments:
Impairments		-			27,000
Provision for doubtful accounts		1,717			2,112
Corporate legal expense		836			1,325
Severance and restructuring-related expense		294			57
Inventory valuation adjustments		7,131			1,919
Loss on commitments		-			6,380
Product warranty adjustments		1,304			-

Operating loss – Non-GAAP	$	(14,580	)	$	(7,203	)

Non-GAAP Table Net Loss Unaudited (in thousands)		Three Months Ended March 31, 2009			Three Months Ended June 30, 2009

Net loss – GAAP	$	(23,739	)	$	(45,353	)

Specific adjustments:
Impairments		-			27,000
Provision for doubtful accounts		1,717			2,112
Corporate legal expense		836			1,325
Severance and restructuring-related expense		294			57
Inventory valuation adjustments		7,131			1,919
Loss on commitments		-			6,380
Product warranty adjustments		1,304			-
Gain from sale of investments		(3,144	)		-
Foreign exchange (gain) loss		908			(745	)

Net loss – Non-GAAP	$	(14,693	)	$	(7,305	)


Net loss per basic and diluted share – GAAP	$	(0.30	)	$	(0.57	)

Net loss per basic and diluted share – Non-GAAP	$	(0.19	)	$	(0.09	)

Contacts:

EMCORE Corporation

Silvia M. Gentile

Executive Offices

(505) 323-3417

info@emcore.com

TTC Group

Victor Allgeier

(646) 290-6400

info@ttcominc.com