EMCORE CORP PRO FORMA FINANCIAL INFO
Published on August 24, 2006
EXHIBIT
99.2
EMCORE
CORPORATION
Pro
Forma Condensed Consolidated Statement of Operations
(in
thousands)
(unaudited)
Year
Ended September 30, 2005
|
||||||||||
|
|
|
As
reported
|
|
|
Pro
forma adjustments
|
|
|
Pro
forma as
adjusted
|
|
(a)
|
||||||||||
Revenue
|
|
$
|
127,603
|
$
|
(12,236
|
)
|
$
|
115,367
|
||
Cost
of revenue
|
|
|
106,746
|
(10,721
|
)
|
96,025
|
||||
Gross
profit
|
|
|
20,857
|
(1,515
|
)
|
19,342
|
||||
|
|
|
||||||||
Operating
expenses:
|
|
|
||||||||
Selling,
general and administrative
|
|
|
25,136
|
(2,570
|
)
|
22,566
|
||||
Research
and development
|
|
|
17,429
|
(2,738
|
)
|
14,691
|
||||
Total
operating expenses
|
|
|
42,565
|
(5,308
|
)
|
37,257
|
||||
Operating
loss
|
|
|
(21,708
|
)
|
3,793
|
(17,915
|
)
|
|||
|
|
|
||||||||
Other
(income) expenses:
|
|
|
||||||||
Interest
income
|
|
|
(1,081
|
)
|
-
|
(1,081
|
)
|
|||
Interest
expense
|
|
|
4,844
|
-
|
4,844
|
|||||
Equity
in net loss of GELcore investment
|
|
|
112
|
-
|
112
|
|||||
Total
other expenses
|
|
|
3,875
|
-
|
3,875
|
|||||
Loss
from continuing operations
|
|
$
|
(25,583
|
)
|
$
|
3,793
|
$
|
(21,790
|
)
|
|
|
|
|
||||||||
Per
share data:
|
|
|
||||||||
Basic
and diluted per share data:
|
|
|
||||||||
Loss
from continuing operations
|
|
$
|
(0.54
|
)
|
$
|
0.08
|
$
|
(0.46
|
)
|
|
|
|
|
||||||||
Weighted
average number of shares outstanding
used
in basic and diluted per share calculations
|
|
|
47,387
|
47,387
|
47,387
|
The
accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
EMCORE
CORPORATION
Pro
Forma Condensed Consolidated Statement of Operations
(in
thousands)
(unaudited)
Nine
Months Ended June 30, 2006
|
||||||||||
|
|
|
As
reported
|
|
|
Pro
forma adjustments
|
|
|
Pro
forma as
adjusted
|
|
(a)
|
||||||||||
Revenue
|
|
$
|
123,007
|
$
|
(14,840
|
)
|
$
|
108,167
|
||
Cost
of revenue
|
|
|
98,864
|
(12,623
|
)
|
86,241
|
||||
Gross
profit
|
|
|
24,143
|
(2,217
|
)
|
21,926
|
||||
|
|
|
||||||||
Operating
expenses:
|
|
|
||||||||
Selling,
general and administrative
|
|
|
26,445
|
(2,549
|
)
|
23,896
|
||||
Research
and development
|
|
|
14,550
|
(869
|
)
|
13,681
|
||||
Total
operating expenses
|
|
|
40,995
|
(3,418
|
)
|
37,577
|
||||
Operating
loss
|
|
|
(16,852
|
)
|
1,201
|
(15,651
|
)
|
|||
|
|
|
||||||||
Other
(income) expenses:
|
|
|
||||||||
Interest
income
|
|
|
(838
|
)
|
-
|
(838
|
)
|
|||
Interest
expense
|
|
|
3,987
|
-
|
3,987
|
|||||
Loss
from convertible subordinated notes exchange offer
|
1,078
|
-
|
1,078
|
|||||||
Equity
in net loss of Velox investment
|
332
|
-
|
332
|
|||||||
Equity
in net income of GELcore investment
|
|
|
(21
|
)
|
-
|
(21
|
)
|
|||
Total
other expenses
|
|
|
4,538
|
-
|
4,538
|
|||||
Loss
from continuing operations
|
|
$
|
(21,390
|
)
|
$
|
1,201
|
$
|
(20,189
|
)
|
|
|
|
|
||||||||
Per
share data:
|
|
|
||||||||
Basic
and diluted per share data:
|
|
|
||||||||
Loss
from continuing operations
|
|
$
|
(0.43
|
)
|
$
|
0.02
|
$
|
(0.41
|
)
|
|
|
|
|
||||||||
Weighted
average number of shares outstanding
used
in basic and diluted per share calculations
|
|
|
49,336
|
49,336
|
49,336
|
The
accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
EMCORE
CORPORATION
Pro
Forma Condensed Consolidated Balance Sheet
(in
thousands)
(unaudited)
As
of June 30, 2006
|
|||||||||||
|
|
|
As
reported
|
|
|
Pro
forma adjustments
|
|
|
Pro
forma
as
adjusted
|
||
ASSETS
|
|
|
|
|
|
|
|
||||
Current
assets:
|
|
|
|
|
|
|
|
||||
Cash
and cash equivalents
|
|
$
|
16,138
|
|
$
|
13,000
|
(b)
|
$
|
29,138
|
||
Restricted
cash
|
|
|
1,303
|
|
|
-
|
|
1,303
|
|||
Marketable
securities
|
|
|
7,900
|
|
|
-
|
|
7,900
|
|||
Accounts
receivable, net
|
|
|
27,388
|
|
|
-
|
|
27,388
|
|||
Receivables,
related parties
|
|
|
482
|
|
|
-
|
|
482
|
|||
Inventory,
net
|
|
|
24,940
|
|
|
(2,988
|
)
|
(d)
|
21,952
|
||
Prepaid
expenses and other current assets
|
|
|
3,224
|
|
|
2,973
|
(c,d)
|
6,197
|
|||
Total
current assets
|
|
|
81,375
|
|
|
12,985
|
|
94,360
|
|||
|
|
|
|
|
|
||||||
Property,
plant and equipment, net
|
|
|
56,997
|
|
|
(3,394
|
)
|
(d)
|
53,603
|
||
Goodwill
|
|
|
40,476
|
|
|
-
|
|
40,476
|
|||
Intangible
assets, net
|
|
|
6,624
|
|
|
(178
|
)
|
(d)
|
6,446
|
||
Investments
in unconsolidated affiliates
|
|
|
12,388
|
|
|
-
|
|
12,388
|
|||
Receivables,
related parties
|
|
|
169
|
|
|
-
|
|
169
|
|||
Other
assets, net
|
|
|
5,526
|
|
|
(998
|
)
|
(d)
|
4,528
|
||
|
|
|
|
|
|
||||||
Total
assets
|
|
$
|
203,555
|
|
$
|
8,415
|
|
$
|
211,970
|
||
|
|
|
|
|
|
||||||
LIABILITIES
and SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Current
liabilities:
|
|
|
|
|
|
||||||
Accounts
payable
|
|
$
|
20,692
|
$
|
-
|
|
$
|
20,692
|
|||
Accrued
expenses and other current liabilities
|
|
|
13,540
|
|
(606
|
)
|
(e)
|
12,934
|
|||
Notes
payable, current portion
|
|
|
430
|
|
-
|
|
430
|
||||
Total
current liabilities
|
|
|
34,662
|
|
(606
|
)
|
|
34,056
|
|||
|
|
|
|
|
|||||||
Notes
payable, long-term
|
|
|
277
|
|
-
|
|
277
|
||||
Convertible
subordinated notes, long-term
|
|
|
95,895
|
|
-
|
|
95,895
|
||||
Total
liabilities
|
|
|
130,834
|
|
(606
|
)
|
|
130,228
|
|||
|
|
|
|
|
|||||||
Commitments
and contingencies
|
|
|
|
|
|||||||
|
|
|
|
|
|||||||
Shareholders’
equity:
|
|
|
|
|
|||||||
Preferred
stock, $0.0001 par, 5,882 shares authorized, no shares
outstanding
|
|
|
-
|
|
-
|
|
-
|
||||
Common
stock, no par value, 100,000 shares authorized, 50,805 shares issued
and
50,646 shares outstanding
|
|
|
410,153
|
|
-
|
|
410,153
|
||||
Accumulated
deficit
|
|
|
(335,349
|
)
|
|
9,021
|
(326,328
|
)
|
|||
Treasury
stock, at cost, 159 shares
|
|
|
(2,083
|
)
|
|
-
|
(2,083
|
)
|
|||
Total
shareholders’ equity
|
|
|
72,721
|
|
9,021
|
|
81,742
|
||||
|
|
|
|
|
|
|
|||||
Total
liabilities and shareholders’ equity
|
|
$
|
203,555
|
|
$
|
8,415
|
|
$
|
211,970
|
The
accompanying notes are an integral part of these pro forma condensed
consolidated financial statements.
EMCORE
Corporation
Notes
to Unaudited Condensed Consolidated Pro Forma Financial
Statements
NOTE
1. Business Divesture.
On
August
18, 2006, EMCORE completed the sale of assets of its Electronic Materials &
Device division (the "EMD Business"), including inventory, fixed assets, and
intellectual property, pursuant to an Asset Purchase Agreement, dated July
19,
2006 (the “Purchase Agreement”), between EMCORE, IQE, plc, a public limited
company organized under the laws of the United Kingdom ("IQE"), and IQE RF,
LLC,
a New Jersey limited liability company and a wholly owned subsidiary of IQE
("Purchaser").
Under
the
terms of the Purchase Agreement, EMCORE sold the EMD Business to Purchaser
for
$16.0 million, consisting of a $0.2 million deposit previously delivered to
EMCORE, $12.8 million delivered via wire transfer on August 18, 2006, and $3.0
million in the form of a secured promissory note of IQE and Purchaser (the
"Note"), guaranteed by IQE's affiliates. The Note is to be repaid in four
quarterly installments and bears interest at an annual rate of 7.5%.
NOTE
2. Basis of Presentation.
The
preceding unaudited pro forma condensed consolidated financial information
presented for the statements of operations for the year ended September 30,
2005
and the nine-month period ended June 30, 2006 is based upon the Company’s
historical results of operations, adjusted to reflect the pro forma effect
of
excluding operations derived from the Company’s EMD
Business
as of
October 1, 2004. The preceding unaudited pro forma condensed consolidated
financial information presented for the balance sheet as of June 30, 2006,
is
based upon the Company’s historical results, adjusted to reflect the pro forma
effect of the sale of assets of the EMD
Business
as if it
had occurred on June 30, 2006.
The
unaudited pro forma condensed consolidated financial information is presented
for illustrative purposes only and is not necessarily indicative of any future
results of operations or the results that might have occurred had the
disposition actually been completed on the indicated dates.
The
historical consolidated financial information presented herein should be read
in
conjunction with the audited consolidated financial statements and notes thereto
appearing in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2005, and the unaudited consolidated financial statements and
notes thereto included in the Company’s Quarterly Report on Form 10-Q for the
nine months ended June 30, 2006.
The
Company anticipates a gain on the disposition that has
not
been reflected in the pro forma statements of operations as the gain is
considered to be non-recurring. Pro-forma
adjustments included in the pro forma condensed consolidated financial
statements are as follows:
a) |
The
adjustments reflected in the condensed consolidated statements of
operations eliminate the results of operations of the EMD
Business that
was sold to IQE.
|
b) |
This
adjustment in the balance sheet reflects the net cash proceeds from
the
sale of the EMD Business.
|
c) |
This
adjustment in the balance sheet includes the $3.0 million promissory
note
due EMCORE as a result of the sale of the EMD
Business.
|
d) |
These
adjustments in the balance sheet reflect changes to inventory, prepaid
expenses, fixed assets, intellectual property, and other assets being
sold
or otherwise disposed of as a result of the sale of the EMD Business.
Using the carrying value as of the June 30, 2006 consolidated balance
sheet, total assets to be disposed of approximate $7.6
million.
|
e) |
This
adjustment in the balance sheet reflects the elimination of various
accrued liabilities being assumed by IQE. Using the carrying value
as of
the June 30, 2006 consolidated balance sheet, total liabilities to
be
disposed of approximate $0.6 million.
|