Form: 8-K

Current report filing

November 13, 2003

PRESS RELEASE

Published on November 13, 2003

EXHIBIT 99.1

EMCORE Corporation Reports Fiscal 2003 Fourth Quarter and Year-End Results

Fourth quarter revenues from continuing operations increase 23% over prior year
to $17.1 million; Revenue guidance for December quarter - sequential increase of
25% from continuing operations to $21-$23 million; Sale of equipment division
dramatically improves balance sheet


SOMERSET, New Jersey, November 12, 2003 -- EMCORE Corporation (NASDAQ: EMKR), a
leading provider of compound semiconductor products for the rapidly expanding
broadband and wireless communications markets, today announced financial results
for the fiscal 2003 fourth quarter and year ended September 30, 2003.

Revenues in the fourth quarter were $30.0 million, an increase of 19% from the
$25.3 million reported in the prior year, and a decrease of 7% from the $32.2
million reported in the third quarter of fiscal 2003. Materials-related revenues
were $17.1 million, an increase of 23% from the $14.0 million reported in the
fourth quarter of fiscal 2002, and systems-related revenues were $12.9 million,
an increase of 14% from the $11.3 million reported in the fourth quarter of
fiscal 2002. On a sequential basis systems-related revenues decreased 15% from
last quarter. For the year ended September 30, 2003, revenues were $113.1
million, a 29% increase from the $87.8 million recorded in the year ended
September 30, 2002. Materials-related revenues were $60.4 million, an increase
of 16% from the $51.9 million reported in fiscal 2002. System-related revenues
were $52.7 million, an increase of 47% from the $35.9 million reported in fiscal
2002. Gross profit in the fourth quarter improved 10% from the prior year to
$3.8 million, and for the year, gross profit increased by $15.2 million to $14.5
million from a negative gross profit of $0.6 million in fiscal 2002.

Operating expenses in the fourth quarter increased 13% to $15.8 million from the
$14.0 million reported in the prior year as a result of increasing SG&A
expenses. This increase is a direct result of the Ortel acquisition in January
2003. For the year ended September 30 2003, operating expenses decreased 58%
from $105.9 million in fiscal 2002 to $44.6 million in fiscal 2003. This annual
decrease was primarily due to a significant reduction in R&D expenses and a
non-recurring prior year restructuring and impairment charge of $36.7 million.
The Company believes that it will continue to realize the benefits of
restructuring efforts in upcoming quarters and expects to achieve positive
operating income during fiscal year 2004. Backlog from continuing operations is
$33.1 million, up 76% from the $18.8 million reported in the previous quarter.

On a generally accepted accounting principles (GAAP) basis, net loss for the
fourth quarter of fiscal 2003 was $13.9 million, or a loss of $0.37 per share,
compared to a net loss of $14.2 million, or a loss of $0.39 per share, in the
prior year. The loss included approximately $2.0 million in costs associated
with obsolete inventory. On a non-GAAP basis, not including these costs, the
loss per share would have been $0.32. For the year ended September 30, 2003, net
loss decreased 70%, from $129.8 million to $38.5 million. Loss per share for the
year ended September 30, 2003 decreased to a loss of $1.04 per share compared to
a loss of $3.55 per share in fiscal 2002.

Company Highlights:

On November 3, 2003, EMCORE announced the sale of its MOCVD TurboDisc business
to Veeco Instruments. The sale of the MOCVD division will allow EMCORE to focus
on its communications product lines, including its fiber-optic, wireless, CATV,
and satellite products and the high brightness LED joint venture with GE
Lighting. The total value of the transaction was $80 million with an initial $60
million in cash at closing and additional compensation of up to $20 million over
two years. EMCORE will receive 50% of all revenues of the MOCVD business over
$40 million in each of the next two years, with a maximum payment of $20
million. The initial transaction value was 11.3 times EBITDA of the capital
equipment business. Annual revenues for TurboDisc reached a high of $131.1
million for the twelve months ended September 30, 2001 and were $52.7 million
during the twelve-month period ending September 30, 2003.

On October 9, 2003, EMCORE announced that it had acquired Molex Incorporated's
10 Gigabit (10G) Ethernet transceiver business. The acquisition gives EMCORE a
significant competitive advantage and the most complete 10G Ethernet transceiver
product portfolio in the industry. Experts have predicted that the market for
10G transceivers operating at 1310 nm will grow at a rate of 66% per year, to
over $380 million by 2007, representing a significant opportunity for the
Company and its shareholders.

Management Discussion and Outlook:
- ----------------------------------

Reuben F. Richards, Jr., President and CEO of Emcore, commented, "The
divestiture of the MOCVD division is obviously an important strategic
realignment of the Company's business lines into higher revenue growth
opportunities. It represents an exciting time for us. We are now completely
focused on the markets in which we see the most significant long term growth."

"While the optical market has been challenging, EMCORE has made a successful
transition in what many consider to be one of the worst economic environments in
twenty years. While we have sold the capital equipment business, we retain the
process technology base to continue to improve both production efficiency and
device design. Consequently, there are even greater opportunities for growth and
profitability that will benefit both employees and investors alike." Mr.
Richards added, "Gross margins are obviously crucial in our markets and we
expect margin improvement to come with the anticipated revenue growth, as
evidenced by the substantial increase in backlog experienced this quarter. The
high-speed data and telecommunications markets will see substantial growth in
the coming years and that is the market we will continue to focus on and profit
from. With that focus we expect EMCORE to achieve positive operating income
during fiscal year 2004. "

EMCORE will discuss the results further on a conference call to be held
tomorrow, Thursday, November 13, 2003 at 9:00 a.m. ET. To participate in the
call, U.S. callers should dial (toll free) 888-896-0863 and international
callers should dial 973-582-2703. A replay of the call will be available
beginning November 13, 2003 at 11:15 a.m. ET until November 20, 2002 at 11:59
p.m. ET. The replay call-in number for U.S. callers is 1-877-519-4471, for
international callers it is +973-341-3080, and the access code is 4237128#. 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 markets
and the solid-state lighting industry. 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 communications market. EMCORE's solutions
include: optical components for fiber-to-the-curb/home/business, cable
television, and high speed data and telecommunications; solar cells, solar
panels and fiberoptic satellite links for global satellite communications; and
electronic materials for high bandwidth communications systems, such as Internet
access and wireless telephones. Through its participation in GELcore, LLC,
EMCORE plays a vital role in developing and commercializing next-generation LED
technology for use in the general illumination market. 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) 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; (b)
statements regarding the expected level and timing of benefits to EMCORE from
its current restructuring and realignment efforts, including (i) expected cost
reductions and their impact on EMCORE's financial performance, (ii) expected
improvement to EMCORE's product and technology development programs, and (iii)
the belief that the restructuring and realignment efforts will position EMCORE
well in the current business environment and prepare it for future growth with
increasingly competitive new product offerings and long-term cost structure; (c)
statements regarding the anticipated cost of the restructuring and realignment
efforts; (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 first quarter of fiscal
2004. 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) 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; (2)
reduced revenues resulting from the TurboDisc sale; (3) difficulties arising
from the separation of the TurboDisc operations from the Company; (4) 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 (5) 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 Twelve Months Ended
September 30, September 30,
-------------------------------------------------------------------
2003 2002 2003 2002
-------------------------------------------------------------------

Revenues:
Systems-related ..................................... $ 12,917 $ 11,332 $ 52,681 $ 35,878
Materials-related ................................... 17,089 13,950 60,425 51,894
---------------------------------------------------------------
Total revenues ................................ 30,006 25,282 113,106 87,772
Cost of revenues .............................. 26,241 21,866 98,589 88,414
---------------------------------------------------------------
Gross profit (loss) .................. 3,765 3,416 14,517 (642)

Operating expenses:
Selling, general and administrative ................. 8,146 5,224 28,990 28,227
Research and development ............................ 7,667 8,000 22,181 40,970
Gain from debt extinguishment ....................... -- -- (6,614) --
Impairment and restructuring ........................ -- 782 -- 36,721
---------------------------------------------------------------
Total operating expenses ...................... 15,813 14,006 44,557 105,918
---------------------------------------------------------------
Operating loss ....................... (12,048) (10,590) (30,040) (106,560)

Other expenses:
Interest expense, net ............................... 1,914 1,736 7,257 6,107
Other expense ....................................... -- 1,126 -- 14,388
Equity in unconsolidated affiliate .................. (107) 709 1,228 2,706
---------------------------------------------------------------
Total other expenses .......................... 1,807 3,571 8,485 23,201

Net loss ............................. $ (13,855) $ (14,161) $ (38,525) $(129,761)
===============================================================

Per share data:
Net loss per basic and diluted shares .................. $ (0.37) $ (0.39) $ (1.04) $ (3.55)
===============================================================

Weighted average basic shares
outstanding used in per share data ..................... 37,226 36,708 36,999 36,539
===============================================================



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


Three Months Ended Twelve Months Ended
September 30, September 30,
---------------------------------------------------------------
2003 2002 2003 2002
---------------------------------------------------------------

GAAP net loss ........................ $ (13,855) $ (14,161) $ (38,525) $(129,761)
===============================================================
Adjustments:
Inventory obsolescence charge ....................... 2,000 -- -- 11,900
Accounts receivable loss provision .................. -- -- -- 2,603
Gain from debt extinguishment ....................... -- -- (6,614) --
Impairment and restructuring ........................ -- 782 -- 36,721
Other expense: investment write-down ................ -- -- -- 14,388
---------------------------------------------------------------

Non-GAAP net loss .................... $ (11,855) $ (13,379) $ (45,139) $ (64,149)
===============================================================
Non-GAAP net loss per basic and diluted
shares ................................................. $ (0.32) $ (0.36) $ (1.22) $ (1.76)
===============================================================


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 September 30, 2003 and 2002
(in thousands)

As of As of
September 30, September 30,
ASSETS 2003 2002
------------- -------------

Current assets:
Cash and cash equivalents .................................................................. $ 28,439 $ 42,716
Marketable securities ...................................................................... 2 41,465
Accounts receivable, net ................................................................... 25,595 23,817
Accounts receivable, related party ......................................................... 325 518
Inventories ................................................................................ 25,106 31,027
Other current assets ....................................................................... 1,952 1,188
-------------------------------------
Total current assets .................................................................. 81,419 140,731
Property, plant and equipment, net ........................................................... 95,809 101,302
Goodwill ..................................................................................... 30,366 20,384
Intangible assets, net ....................................................................... 5,401 3,042
Investments in unconsolidated affiliate ...................................................... 9,214 8,482
Other assets, net ............................................................................ 10,230 12,002
-------------------------------------

Total assets .......................................................................... $ 232,439 $ 285,943
=====================================

LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable ........................................................................... $ 11,968 $ 10,346
Accrued expenses ........................................................................... 13,269 12,875
Customer deposits .......................................................................... 587 5,604
Capitalized lease obligation - current ..................................................... 52 81
-------------------------------------
Total current liabilities ............................................................. 25,876 28,906
Convertible subordinated notes ............................................................... 161,750 175,000
Capitalized lease obligation, net of current portion ......................................... 41 87
-------------------------------------
187,667 203,993
Total liabilities ..................................................................... --


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, 37,327 shares issued
and 37,307 outstanding at September 30, 2003; 36,772 shares issued and
36,752 outstanding at September 30, 2002 ................................................. 335,266 334,051
Accumulated deficit ....................................................................... (289,438) (250,913)
Accumulated other comprehensive loss ...................................................... (90) (222)
Shareholders' notes receivable ............................................................ (34) (34)
Treasury stock, at cost; 20 shares ........................................................ (932) (932)
-------------------------------------
Total shareholders' equity ............................................................ 44,772 81,950
-------------------------------------
Total liabilities and shareholders' equity ............................................ $ 232,439 $ 285,943
=====================================



CONTACT:
EMCORE Corporation TTC Group
Tom Werthan - Chief Financial Officer or Victor Allgeier
(732) 271-9090.... (212) 227-0997
info@emcore.com info@ttcominc.com