Form: 8-K

Current report filing

August 7, 2003

PRESS RELEASE

Published on August 7, 2003

EXHIBIT 99.1

EMCORE Corporation Reports Fiscal 2003 Third Quarter and Nine Month Results

Third quarter revenues up 59% year over year and 16% sequentially

SOMERSET, N.J., August 6, 2003 - EMCORE Corporation (Nasdaq: EMKR - news), a
leading provider of semiconductor technologies for global communications
applications, today reported financial results for the fiscal 2003 third quarter
ended June 30, 2003.

Revenues for the third quarter ended June 30, 2003 were $32.2 million, an
increase of 59% from the $20.3 million reported in the third quarter of fiscal
2002 and an increase of 16% from the $27.7 million reported in the second
quarter of fiscal 2003. Revenues for the nine months ended June 30, 2003 were
$83.1 million, an increase of 33% from the $62.5 million reported in the nine
months ended June 30, 2002. For the three-month periods, fiscal 2003
systems-related revenues were $15.2 million, an increase of 53% from $9.9
million reported in fiscal 2002. Fiscal 2003 materials-related revenues were
$17.0 million, an increase of 64% from the $10.4 million reported in fiscal
2002. On a sequential basis, systems-related revenues increased 41% and
materials-related revenues increased 1% from last quarter. Due to higher
material yields, gross margin increased, on a sequential basis, from 10% to 18%.

Operating expenses for the third quarter were $13.2 million, a 17% decline from
the prior year and a 3% increase from the prior quarter. This sequential
increase of 3%, or $0.3 million, was a direct result of the Ortel acquisition in
January of this year. This was the first full quarter that the Company included
Ortel's operating results. Operating loss totaled $7.4 million, down 45% from
the $13.4 million operating loss reported in the prior year and down 27% from
the $10.1 million operating loss reported in the prior quarter. Operating
expenses for the nine months ended June 30, 2003 decreased 69% to $28.7 million
from a year earlier, resulting in an 81% decline in operating loss and a 79%
decrease in net loss.

On a generally accepted accounting principles (GAAP) basis, net loss for the
third quarter of fiscal 2003 was $9.2 million, or $0.25 loss per share, compared
to net loss of $15.9 million, or $0.43 loss per share, in the third quarter of
fiscal 2002. For the nine months ended June 30, 2003, net loss dropped 79%, from
$115.6 million to $24.7 million. Loss per basic and diluted share for the nine
months fell to $0.67 loss per share compared to a loss of $3.17 a share for the
same period in fiscal 2002.

"EMCORE continues to meet the demands of a highly competitive business
environment. The Company has undergone a significant transformation in the past
18 months, and we remain confident that our cost-cutting initiative and
strategic acquisitions will continue to improve operating efficiencies. We are
encouraged by our successes in the optoelectronics markets and are focused on
the rapid introduction of new analog and digital products to meet our customers'
needs." said Reuben F. Richards, Jr., President and CEO of EMCORE Corporation.


Conference Call:

EMCORE will discuss the results further on a conference call to be held
tomorrow, Thursday, August 7, 2003 at 9:00 a.m. EST. To participate, U.S.
callers should dial (888) 896-0863 and international callers should call (973)
582-2703. A replay of the call will be available beginning August 7, 2003 at
11:30 a.m. EST until August 14, 2003 at 11:59 p.m. ET. The U.S. replay call-in
number is (877) 519-4471 and the access code is #3968501. The international
replay number is (973) 341-3080 and the access code is #3968501. The call will
also 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 offers a versatile portfolio of compound semiconductor
products for the rapidly expanding broadband and wireless communications and
solid-state lighting markets. The Company's integrated solutions philosophy
embodies state-of-the-art technology, material science expertise and a shared
vision of our customer's goals and objectives to be leaders and pioneers in the
rapidly growing world of compound semiconductors. EMCORE's solutions include:
optical components for high speed data and telecommunications; solar cells and
solar panels for global satellite communications; electronic materials for high
bandwidth communications systems, such as Internet access and wireless
telephones; MOCVD tools for the growth of GaAs, AlGaAs, InP, InGaP, InGaAlP,
InGaAsP, GaN, InGaN, AlGaN, and SiC epitaxial materials used in numerous
applications, including data and telecommunications modules, cellular
telephones, solar cells and high brightness LEDs. For further information about
EMCORE, visit http://www.emcore.com.

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. 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 include, without limitation, (a) statements regarding anticipated
results from EMCORE's recent acquisition of Ortel; (b) any statements or
implications regarding EMCORE's ability to remain competitive and a leader in
its industry, and the future growth of EMCORE, the industry and the economy in
general; (c) statements regarding the expected level and timing of benefits to
EMCORE from its restructuring and realignment efforts, including (i) expected
cost reductions and their impact on EMCORE's financial performance and (ii)
expected improvement to EMCORE's product and technology development programs;
(d) any and all guidance provided by EMCORE regarding its expected financial
performance in current or future periods, including, without limitation, with
respect to anticipated revenues for the fourth quarter of fiscal 2003; and (e)
EMCORE's beliefs regarding the purpose, usefulness and efficacy of non-GAAP
results and the measures and items EMCORE includes in the same, as well as any
benefits to investors EMCORE believes its non-GAAP measures provide. These
forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those projected, including without
limitation, the following: (1) difficulties in integrating the Ortel's
operations into EMCORE's operations and the uncertainty as to the results to be
achieved by EMCORE in connection with this acquisition; (2) EMCORE's
restructuring and realignment efforts may not be successful in achieving their
expected benefits, may be insufficient to align EMCORE's operations with
customer demand and the changes affecting our industry, or may be more costly
than currently anticipated; (3) due to the current economic slowdown, in
general, and setbacks in our customers' businesses, in particular, our ability
to predict EMCORE's financial performance for future periods is far more
difficult than in the past; and (4) other risks and uncertainties described in
EMCORE's 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 news release are made
as of the date hereof and EMCORE does not assume any obligation to update the
reasons why actual results could differ materially from those projected in the
forward-looking statements.



EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)

Three Months Ended Nine Months Ended
June 30, June 30,
---------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------

Revenues:
Systems-related................................. $15,145 $9,910 $39,764 $24,546
Materials-related............................... 17,035 10,365 43,336 37,944
---------------------------------------------------------------
Total revenues............................ 32,180 20,275 83,100 62,490
Cost of revenues.......................... 26,405 17,748 72,348 66,548
---------------------------------------------------------------
Gross profit (loss).............. 5,775 2,527 10,752 (4,058)

Operating expenses:
Selling, general and administrative............ 7,673 6,522 20,844 23,003
Research and development....................... 5,480 9,398 14,514 32,970
Gain from debt extinguishment.................. - - (6,614) -
Impairment and restructuring................... - - - 35,939
---------------------------------------------------------------
Total operating expenses................. 13,153 15,920 28,744 91,912
---------------------------------------------------------------
Operating loss.................. (7,378) (13,393) (17,992) (95,970)

Other expenses:
Interest expense, net.......................... 1,821 1,761 5,343 4,371
Other expense.................................. - - - 13,262
Equity in net loss of unconsolidated
affiliate...................................... 33 769 1,335 1,997
---------------------------------------------------------------
Total other expenses..................... 1,854 2,530 6,678 19,630

Net loss........................ $(9,232) $(15,923) $(24,670) $(115,600)
===============================================================

Per share data:
Net loss per basic and diluted shares............. $(0.25) $(0.43) $(0.67) $(3.17)
===============================================================
Weighted average basic shares outstanding used in
per share data calculations.................. 37,051 36,683 36,922 36,496
===============================================================




EMCORE CORPORATION
RECONCILIATION OF NON-GAAP NET LOSS AND NET LOSS PER SHARE
(in thousands, except per share data)
(unaudited)

Three Months Ended Nine Months Ended
June 30, June 30,
---------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------

GAAP net loss.................. $(9,232) $(15,923) $(24,670) $(115,600)
===============================================================
Adjustments:
Inventory obsolescence charge................... - - - 11,900
Accounts receivable loss provision.............. - - - 2,603
Gain from debt extinguishment................... - - (6,614) -
Impairment and restructuring.................... - - - 35,939
Other expense: investment write-down............ - - - 13,262
---------------------------------------------------------------
Non-GAAP net loss.............. $(9,232) $(15,923) $(31,284) $(51,896)
===============================================================

Non-GAAP net loss per basic and diluted shares.... $(0.25) $(0.43) $(0.85) $(1.42)
===============================================================


To supplement our consolidated financial statements presented in accordance with
GAAP, EMCORE uses non-GAAP measures of net income and earnings per share, which
are adjusted from our GAAP results to exclude certain non-cash charges,
severance costs and gains. These non-GAAP adjustments are provided to enhance
the user's overall understanding of our current financial performance and our
prospects for the future. We believe the non-GAAP results provide useful
information to both management and investors by excluding certain charges and
other amounts that we believe are not indicative of our core operating results.
These non-GAAP measures are included to provide investors and management with an
alternative method for assessing EMCORE's operating results in a manner that is
focused on the performance of EMCORE's ongoing operations and to provide a more
consistent basis for comparison between quarters. Further, these non-GAAP
results are one of the primary indicators management uses for planning and
forecasting in future periods. In addition, since we have historically reported
non-GAAP results to the investment community, we believe the inclusion of
non-GAAP numbers provides consistency in our financial reporting. The
presentation of this additional information should not be considered in
isolation or as a substitute for results prepared in accordance with accounting
principles generally accepted in the United States.



EMCORE CORPORATION
CONSOLIDATED BALANCE SHEETS
As of June 30, 2003 and September 30, 2002
(in thousands)

As of As of
June 30, September 30,
ASSETS 2003 2002
--------------------- --------------------
(unaudited)

Current assets:
Cash and cash equivalents....................................................... $31,742 $42,716
Marketable securities........................................................... 6,252 41,465
Accounts receivable, net........................................................ 21,220 23,817
Accounts receivable, related party.............................................. 464 518
Inventories..................................................................... 30,307 31,027
Other current assets............................................................ 1,793 1,188
-----------------------------------------
Total current assets....................................................... 91,778 140,731
Property, plant and equipment, net................................................ 98,120 101,302
Goodwill.......................................................................... 30,366 20,384
Intangible assets, net............................................................ 5,729 3,042
Investments in unconsolidated affiliate........................................... 9,107 8,482
Other assets, net................................................................. 10,591 12,002
-----------------------------------------

Total assets............................................................... $245,691 $285,943
=========================================

LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................ $11,068 $10,346
Accrued expenses................................................................ 13,243 12,875
Customer deposits............................................................... 1,372 5,604
Capitalized lease obligation - current.......................................... 65 81
-----------------------------------------
Total current liabilities.................................................. 25,748 28,906
Convertible subordinated notes.................................................... 161,750 175,000
Capitalized lease obligation, net of current portion.............................. 53 87
-----------------------------------------

Total liabilities.......................................................... 187,551 203,993


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, 37,172 shares issued
and 37,152 outstanding at June 30, 2003; 36,772 shares issued and 36,752
outstanding at September 30, 2002............................................. 334,908 334,051
Accumulated deficit............................................................ (275,583) (250,913)
Accumulated other comprehensive loss........................................... (219) (222)
Shareholders' notes receivable................................................. (34) (34)
Treasury stock, at cost; 20 shares............................................. (932) (932)
-----------------------------------------

Total shareholders' equity................................................. 58,140 81,950
-----------------------------------------
Total liabilities and shareholders' equity................................. $245,691 $285,943
=========================================



CONTACT:
EMCORE Corporation
Tom Werthan - Chief Financial Officer
(732) 271-9090
info@emcore.com

TTC Group
Victor Allgeier
(212) 227-0997
info@ttcominc.com