Form 8-K/A - Current report: [Amend]

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1) 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

August 6, 2024

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

 

450 Clark Drive, Budd Lake, New Jersey,  07828

Address of principal executive offices, including zip code

 

[phone]

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class	Trading symbol(s)	Name of Each Exchange on Which Registered
Common stock, no par value	EMKR	The Nasdaq Stock Market LLC

 

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. ¨

 

 

 

 

 

EXPLANATORY NOTE

 

On August 6, 2024, EMCORE Corporation (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") with the Securities and Exchange Commission (the "SEC"), which included a press release disclosing the Company's preliminary financial results for the third fiscal quarter ended June 30, 2024 (the "Original Earnings Release"). During the preparation of its unaudited condensed consolidated financial statements to be included in the Company's Quarterly Report on Form 10-Q for the third fiscal quarter ended June 30, 2024, the Company's accounting of its outstanding warrant changed from what was reflected in the Original Earnings Release. As a result, the Company is filing this Current Report on Form 8-K/A ("Amendment") solely for the purpose of reflecting such change and providing a corrected earnings release. Other than as discussed in this Amendment, no other changes have been made to the Original Form 8-K or the Original Earnings Release.

 

Item 2.02

Results of Operations and Financial Conditions.

 

On August 6, 2024, the Company issued a press release announcing its preliminary financial results for the third fiscal quarter ended June 30, 2024. Subsequently, in connection with the finalization of its financial statements for the third fiscal quarter ended June 30, 2024, the Company made certain non-cash related revisions to the accounting of its outstanding warrant. For the three months ended June 30, 2024, the revisions resulted in, among other things, an increase in the Company’s total liabilities from $54.09 million to $56.18 million; a decrease in shareholders’ equity from $54.35 million to $52.26 million; a decrease in net loss on continuing operations and net loss on continuing operations per share from ($14.53) million and ($1.60), respectively, to ($11.55) million and ($1.27), respectively; and a decrease in net loss and net loss per share from ($16.94) million and ($1.87), respectively, to ($13.96) million and ($1.54), respectively.

 

The revisions are reflected in the corrected press release furnished hereto as Exhibit 99.1, which is incorporated herein by reference in its entirety. The revisions are also reflected in the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, which will be filed with the SEC on or around the date hereof.

 

The information in this Amendment, including Exhibit 99.1 hereto, shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (the “Exchange Act”), whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. Furthermore, the information in this Amendment, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, 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 6, 2024, issued by EMCORE Corporation (as corrected).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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/ Tom Minichiello
	Name:	Tom Minichiello
August 14, 2024	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

EMCORE Reports Fiscal 2024 Third Quarter Results

 

BUDD LAKE, NJ, August 6, 2024 – EMCORE Corporation (Nasdaq: EMKR), the world’s largest independent provider of inertial navigation solutions to the aerospace and defense industry, today announced results for the fiscal 2024 third quarter (3Q24) ended June 30, 2024. Management will host a conference call to discuss 3Q24 financial and business results on August 7, 2024 at 8:00 a.m. Eastern Time (ET).

 

“Revenue came in strong at $20.4 million for 3Q24, driven by record high shipments from our Concord site and a solid performance at our Tinley Park operation,” said Matt Vargas, interim Chief Executive Officer. “On the expense side, we continue to work through the previously announced restructuring actions, which have started to produce results in 3Q24, including an improved gross margin, lower non-GAAP operating expenses, and reduced cash use. Looking ahead, we expect continued improvement with 4Q24 revenue anticipated to be in the range of $20 million to $22 million combined with ongoing cost reductions and an additional quarter of strong bookings.”

 

		Three Months Ended
		Jun 30, 2024		Mar 31, 2024		+increase/
		3Q24		2Q24		-decrease
Revenue		$20.4M		$19.6M		+$0.8M
Gross margin		25%		17%		+8%
Operating expenses (a)		$14.3M		$10.9M		+$3.4M
Net loss on continuing operations		($11.5M)		($7.8M)		-$3.7M
Net loss on continuing operations per share, basic and diluted		($1.27)		($0.87)		-$0.40
Non-GAAP gross margin (b)		24%		15%		+9%
Non-GAAP operating expenses (b)		$9.1M		$9.8M		-$0.7M
Non-GAAP net loss on continuing operations (b)		($4.4M)		($7.0M)		+$2.6M
Non-GAAP net loss on continuing operations per share, basic and diluted (a)		($0.49)		($0.78)		+$0.29
Adjusted EBITDA		($3.6M)		($5.8M)		+$2.2M
Ending cash and cash equivalents		$9.0M		$12.0M		-$3.0M
Line of credit and loan payable		$8.4M		$8.3M		+$0.1M

 

(a) 3Q24 includes restructuring and asset impairment charges totaling $4.3M.

(b) Please refer to the schedules at the end of this press release for GAAP to non-GAAP reconciliations and other information related to non-GAAP financial measures.

 

Conference Call

 

The Company will host a conference call to discuss its financial results on Wednesday, August 7, 2024 at 8:00 a.m. ET (5:00 a.m. PT). The call will be available, live, to interested parties. In the U.S. and Canada, call toll-free by dialing 800-715-9871. For international callers, please dial [phone]. The conference passcode number is 5757406. The call will be webcast live via the Company’s investor website at https://investor.emcore.com. Please go to the site beforehand to register and download any necessary software. Or, go directly to https://event.choruscall.com/mediaframe/webcast.html?webcastid=aKN7qMUF a few minutes before the start of the call. The webcast will be available on the Company’s website for replay beginning Wednesday, August 7, 2024, following the conclusion of the call.

 

About EMCORE

 

EMCORE Corporation is a leading provider of inertial navigation products for the aerospace and defense markets. We leverage industry-leading Photonic Integrated Chip (PIC), Quartz MEMS, and Lithium Niobate chip-level technology to deliver state-of-the-art component and system-level products across our end-market applications. EMCORE has vertically-integrated manufacturing capability at its facilities in Budd Lake, NJ, Concord, CA, and Tinley Park, IL. Our manufacturing facilities all maintain ISO 9001 quality management certification, and we are AS9100 aerospace quality certified at our facilities in Budd Lake and Concord. For further information about EMCORE, please visit https://www.emcore.com.

 

Use of Non-GAAP Financial Measures

 

The Company conforms to U.S. Generally Accepted Accounting Principles (“GAAP”) in the preparation of its financial statements. We disclose supplemental non-GAAP earnings measures, including for gross profit, gross margin, operating expenses, and net loss, as well as adjusted EBITDA. The Company has, regardless of result, applied consistent rationale and methods when presenting supplemental non-GAAP measures.

 

 

 

 

Management believes these supplemental non-GAAP measures reflect the Company’s core ongoing operating performance and facilitate comparisons across reporting periods. The Company uses these measures when evaluating its financial results and for planning and forecasting of future periods. We believe that these supplemental non-GAAP measures are also useful to investors in assessing our operating performance. While we believe in the usefulness of these supplemental non-GAAP measures, there are limitations. Our non-GAAP measures may not be reported by other companies in our industry and/or 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 measures as a supplement to GAAP and by providing the reconciliations to the most comparable GAAP measure.

 

The schedules at the end of this press release reconcile the Company’s non-GAAP measures to the most directly comparable GAAP measure. The adjustments share one or more of the following characteristics: (a) they are unusual and the Company does not expect them to recur in the ordinary course of its business, (b) they do not involve the expenditure of cash, (c) they are unrelated to the ongoing operation of the business in the ordinary course, or (d) their magnitude and timing is largely outside of the Company’s control. All of these items meet one or more of the characteristics listed above. The criteria that must be met for litigation-related expense to qualify as a non-GAAP measure is that it must be directly connected to active litigation that the Company infrequently encounters and is unrelated to the ongoing operations of the business in the ordinary course. All legal expenses related to the ordinary course of business are included in the non-GAAP results consistently for all reporting periods. The Company has, for all reporting periods disclosed in this press release, applied consistent rationale, method, and adjustments in reconciling non-GAAP measures to the most directly comparable GAAP measure, reflecting the Company’s core ongoing operating performance and facilitating comparisons across reporting periods that the Company uses when evaluating its financial results, planning and forecasting future periods, and that are useful to investors in assessing our performance.

 

Non-GAAP measures are not in accordance with or an alternative to GAAP, nor are they meant to be considered in isolation or as a substitute for comparable GAAP measures. Our disclosures of these measures should be read only in conjunction with our financial statements prepared in accordance with GAAP. Non-GAAP measures should not be viewed as a substitute for the Company’s GAAP results.

 

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 (“Exchange Act”). These forward-looking statements are 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, business outlook including expected revenue for 4Q24, our strategy and focus, goals of our restructuring committee, and statements about our future results of operations and financial position, 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, future growth, 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) risks related to our ability to obtain capital and the terms of any financing transaction that may be available to us, if at all, and our ability to manage existing cash resources for operations; (b) risks related to the Company’s restructuring activities, including costs and expenses incurred in connection with such activities and anticipated operational and cash cost savings, including with respect to gross margin and operating expenses arising from the restructuring actions; (c) risks related to the Company’s compliance with the terms of the Forbearance Agreement with Hale Capital, including, potential consequences of failure to comply and third party costs incurred by the Company related to the Forbearance Agreement; (d) risks related to the loss of personnel, including changes in management; (e) risks related to the conversion of order backlog into product revenue and the timing thereof; (f) risks related to the recent sale of our Chips business and Alhambra InP wafer fab assets, including without limitation (i) the failure to achieve or fully realize the anticipated benefits of the transaction, (ii) third party costs incurred by the Company related to the transaction, and (iii) risks associated with liabilities related to the transaction that were retained by the Company in transaction; (g) risks related to the recent sale of our Broadband and defense optoelectronics businesses, including without limitation (i) the failure to fully realize the anticipated benefits of such transaction, (ii) third party costs incurred by the Company related to any such transaction, (iii) risks associated with liabilities related to the transaction that were retained by the Company, and (iv) risks and uncertainties related to the transfer to the buyer of our manufacturing support and engineering center in China; (h) rapidly evolving markets for the Company’s products and uncertainty regarding the development of these markets; (i) 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; (j) delays and other difficulties in commercializing new products; (k) 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; (l) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (m) actions by competitors; (n) risks and uncertainties related to the outcome of legal proceedings; (o) risks and uncertainties related to applicable laws and regulations; (p) acquisition-related risks, including that (i) the revenues and net operating results obtained from our recent acquisitions may not meet our expectations, (ii) the costs and cash expenditures for integration of our recent acquisitions may be higher than expected, may take longer than expected to implement and may result in fewer efficiencies and improvements to the operation of our business and our financial results than currently expected, (iii) we may not recognize the anticipated synergies from our recent acquisitions, (iv) there could be losses and liabilities arising from these acquisitions that we will not be able to recover from any source, and (v) we may not realize sufficient scale from these acquisitions and will need to take additional steps, including making additional acquisitions, to achieve our growth objectives; and (q) 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, 2023, 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 do not intend 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 Balance Sheets

(unaudited)

 

		June 30,				September 30,
(in thousands)		2024				2023
ASSETS
Current assets:
Cash and cash equivalents		$	8,477			$	26,211
Restricted cash			495				495
Accounts receivable, net of credit loss of $309 and $356, respectively			14,531				15,575
Contract assets			8,063				8,402
Inventory			29,205				28,905
Prepaid expenses			6,640				4,612
Other current assets			318				922
Assets held for sale			—				7,264
Total current assets			67,729				92,386
Property, plant, and equipment, net			8,969				15,517
Operating lease right-of-use assets			18,836				21,564
Other intangible assets, net			10,772				12,245
Other non-current assets			2,135				2,201
Total assets		$	108,441			$	143,913
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	10,016			$	9,683
Accrued expenses and other current liabilities			7,821				8,471
Contract liabilities			891				1,630
Financing payable			888				460
Loan payable - current			852				852
Operating lease liabilities - current			3,056				3,033
Liabilities held for sale			—				4,662
Total current liabilities			23,524				28,791
Line of credit			—				6,418
Loan payable - non-current			7,548				3,330
Operating lease liabilities - non-current			18,641				20,882
Asset retirement obligations			4,376				4,194
Warrant Liability and other long-term liabilities			2,087				8
Total liabilities			56,176				63,623
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 100,000 shares authorized; 9,755 shares issued and 9,064 shares outstanding as of June 30, 2024; 8,401 shares issued and 7,711 shares outstanding as of September 30, 2023			825,226				825,119
Treasury stock at cost; 691 shares as of June 30, 2024 and September 30, 2023			(47,721	)			(47,721	)
Accumulated other comprehensive income			350				350
Accumulated deficit			(725,590	)			(697,458	)
Total shareholders’ equity			52,265				80,290
Total liabilities and shareholders’ equity		$	108,441			$	143,913

 

 

 

 

EMCORE CORPORATION

Condensed Consolidated Statements of Operations

(unaudited)

 

		Three Months Ended June 30,								Nine Months Ended June 30,
(in thousands, except for per share data)		2024				2023				2024				2023
Revenue		$	20,435			$	26,718			$	64,192			$	70,947
Cost of revenue			15,422				19,458				49,844				54,447
Gross profit			5,013				7,260				14,348				16,500
Operating expense:
Selling, general, and administrative			4,624				5,714				17,270				24,092
Research and development			3,530				4,345				10,865				13,442
Restructuring			1,347				—				1,347				—
Severance			1,856				11				3,086				27
Impairment			2,919				—				3,007				—
Gain on sale of assets			—				—				(31	)			(1,147	)
Total operating expense			14,276				10,070				35,544				36,414
Operating loss			(9,263	)			(2,810	)			(21,196	)			(19,914	)
Other expense:
Loss on extinguishment of debt and change in fair value of warrant liability			(2,087	)			—				(2,087	)			—
Interest expense, net			(179	)			(194	)			(255	)			(604	)
Other (expense) income			(16	)			4				(31	)			128
Total other expense			(2,282	)			(190	)			(2,373	)			(476	)
Loss from continuing operations before income tax expense			(11,545	)			(3,000	)			(23,569	)			(20,390	)
Income tax expense from continuing operations			—				(28	)			(114	)			(176	)
Net loss from continuing operations		$	(11,545	)		$	(3,028	)		$	(23,683	)		$	(20,566	)
Loss from discontinued operations		$	(2,413	)		$	(6,829	)		$	(4,449	)		$	(13,212	)
Net loss		$	(13,958	)		$	(9,857	)		$	(28,132	)		$	(33,778	)
Per share data:
Net loss on continuing operations per share, basic and diluted		$	(1.27	)		$	(0.56	)		$	(2.63	)		$	(4.52	)
Net loss on discontinued operations per share, basic and diluted		$	(0.27	)		$	(1.27	)		$	(0.49	)		$	(2.90	)
Net loss per share, basic and diluted		$	(1.54	)		$	(1.83	)		$	(3.12	)		$	(7.42	)
Weighted-average number of shares outstanding, basic and diluted			9,044				5,393				9,006				4,555

 

 

 

 

EMCORE CORPORATION

Reconciliations of GAAP to Non-GAAP Financial Measures

(unaudited)

 

		Three Months Ended
		Jun 30, 2024				Mar 31, 2024
(in thousands, except for percentages)		3Q24				2Q24
Gross profit		$	5,013			$	3,247
Gross margin			25	%			17	%
Stock-based compensation expense			70				(341	)
Asset retirement obligation accretion			61				61
Intangible asset amortization			486				494
Compensation accrual adjustment			(806	)			(599	)
Non-GAAP gross profit		$	4,824			$	2,862
Non-GAAP gross margin			24	%			15	%

 

		Three Months Ended
		Jun 30, 2024				Mar 31, 2024
(in thousands)		3Q24				2Q24
Operating expense		$	14,276			$	10,870
Stock-based compensation expense			1,182				(754	)
Impairment expense			(2,919	)			(88	)
Severance expense			(1,856	)			(1,019	)
Restructuring expense			(1,347	)			—
Compensation accrual adjustment			506				874
Transition/M&A-related expense			(615	)			(98	)
Litigation-related expense			(156	)			—
Non-GAAP operating expense		$	9,071			$	9,785

 

 

 

 

		Three Months Ended
		Jun 30, 2024				Mar 31, 2024
(in thousands, except for per share data and percentages)		3Q24				2Q24
Net loss from continuing operations		$	(11,545	)		$	(7,775	)
Net loss from continuing operations per share, basic and diluted		$	(1.27	)		$	(0.87	)
Stock-based compensation expense			(1,112	)			413
Asset retirement obligation accretion			61				61
Intangible asset amortization			486				494
Impairment expense			2,919				88
Severance expense			1,856				1,019
Restructuring expense			1,347				—
Compensation accrual adjustment			(1,312	)			(1,473	)
Transition/M&A-related expense			615				98
Litigation-related expense			156				—
Loss on extinguishment of debt and change in fair value of warrant liability			2,087				—
Other expense (income)			16				(1	)
Income tax expense			—				86
Non-GAAP net loss from continuing operations		$	(4,426	)		$	(6,990	)
Non-GAAP net loss from continuing operations per share, basic and diluted		$	(0.49	)		$	(0.78	)
Interest expense, net			179				67
Depreciation expense			670				1,154
Adjusted EBITDA		$	(3,577	)		$	(5,769	)
Adjusted EBITDA %			(18	%)			(29	%)

 

Contact:

EMCORE Corporation

Tom Minichiello

Chief Financial Officer

[e-mail]

 

 

 

Cover	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Aug. 06, 2024
Entity File Number	001-36632
Entity Registrant Name	EMCORE CORPORATION
Entity Central Index Key	0000808326
Entity Tax Identification Number	22-2746503
Entity Incorporation, State or Country Code	NJ
Entity Address, Address Line One	450 Clark Drive
Entity Address, City or Town	Budd Lake
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07828
City Area Code	626
Local Phone Number	293-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	EMKR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---