PRESS RELEASE DATED 5/13/99
Published on May 17, 1999
EXHIBIT 99
FOR: EMCORE Corporation
394 Elizabeth Drive
Somerset, NJ 08873
732-271-9090
FOR IMMEDIATE RELEASE CONTACTS: Tom Werthan
VP, Finance and Administration
732-271-9090
Michele Katz/Connie Bienfait
Press: Frank Domondon/Tammy Rose
Morgen-Walke Associates, Inc.
212-850-5600
EMCORE CORPORATION REPORTS RECORD REVENUES OF $16.1 MILLION
*SEC STAFF REQUIRES EMCORE TO DISMISS ITS AUDITORS
*PricewaterhouseCoopers Loses Independence By Failing To
Dispose Of EMCORE Common Stock
SOMERSET, New Jersey, May 14, 1999 -- EMCORE Corporation (Nasdaq: EMKR) today
reported financial results for the second fiscal quarter and six months ended
March 31, 1999.
Revenues for the 1999 second quarter increased to $16.1 million and
were the highest in the Company's history. Revenues increased 59% from $10.1
million in the first fiscal quarter of 1999. Gross margin also improved to 43%
compared to 40% in the first quarter of 1999. The Company reported an operating
loss of $704,000, before goodwill, compared to an operating loss of $5.0
million, before goodwill, in the first quarter of fiscal 1999. Net loss before
goodwill was $2.9 million or $0.31 per diluted share compared to a net loss
before goodwill of $5.8 million or $0.62 per diluted share in the first quarter
of 1999. Current backlog is $43.8 million, up approximately $2 million or 5%
from December 31, 1998, and an increase of 68% from September 30, 1998. The
current backlog is also the highest in the Company's history.
SG&A increased slightly to $3.2 million from $3.1 million in the first
quarter of 1999. Research and development expense was $4.3 million, down from
$5.9 in the 1999 first fiscal quarter.
Revenue for the six months ended March 31, 1999 was $26.2 million. Net
loss before goodwill for the period was $8.7 million or $0.92 per diluted share.
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EMCORE CORPORATION PAGE 2
In addition to the highest revenue and backlog in the Company's
history, the quarter was highlighted by the announcement of a partnership with
General Electric Lighting for solid state lighting products. "Our record
revenues and partnership with General Electric Lighting were exciting events for
EMCORE this quarter," said Reuben Richards, President and CEO. "We are delighted
to be partnered with the world's largest lighting company to develop and market
solid state lighting products. Operational performance improved substantially
from our first quarter, and, as our different business units begin shipments, we
will realize further improvements."
DISMISSAL OF PRICEWATERHOUSECOOPERS
The Company also announced today that the staff of the U.S. Securities
and Exchange Commission (SEC) is requiring the Company to dismiss
PricewaterhouseCoopers LLP (PWC), the Company's accounting firm of record, due
to the staff's determination that PWC had violated auditor independence rules by
failing to divest of EMCORE holdings. As a result of the staff's determination,
the Company engaged Deloitte & Touche to reaudit its 1998 financial statements
and provide an independent opinion. The Company believes there will be no
changes in the financial results based on the reaudit.
The staff charge finding on the independence issue arose from the
merger of two accounting firms, Coopers & Lybrand and Price Waterhouse in 1998.
Coopers and Lybrand started as EMCORE's auditors in 1986 and have audited
EMCORE's financial statements through the time of the merger with Price
Waterhouse in 1998. They continued to be engaged as EMCORE's auditors under the
merged Company, PWC. Several Price Waterhouse partners held stock before the
merger and according to the SEC, some of them continued to hold stock during the
audit. The SEC auditor independence rules prohibit employees of an accounting
firm from owning shares of a publicly held company for which they are performing
audit work.
IN-PROCESS R&D
In a separate matter, in connection with the filing of a Registration
Statement with the SEC for a public offering of common stock, the SEC is
requiring new methodologies in the accounting treatment for in-process research
and development (IPR&D) charges related to acquisitions accounted for under the
purchase method of accounting. EMCORE (like many other technology companies)
reduced its initial in-process research and development charges recorded during
fiscal 1998 related to
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EMCORE CORPORATION PAGE 3
the acquisition of MODE and adjusted the related amortization of intangible
assets. The Company reduced IPR&D by $9.8 million from $29.3 million to $19.5
million. The effect of the accounting change improves fiscal 1998 results by
$7.1 million to a loss of $36.4 million from a loss of $43.5 million. Net loss
per share in fiscal 1998 is reduced by $0.80 to $4.15 from the previously
reported $4.95. The adjustment also increases amortization of the intangibles
for fiscal 1999 and fiscal 2000 by approximately $815,000 per quarter or
approximately $0.09 per share. First quarter fiscal 1999 results will be
adjusted to reflect this revaluation by increasing the reported loss from $6.1
million to $6.9 million, or by $0.08 to $0.73 from $0.65.
"EMCORE's in-process research and development transaction occurred 18
months ago during our first fiscal quarter of 1998 (December 1997)," said Tom
Werthan, EMCORE's Chief Financial Officer. "The accounting was performed in
accordance with established practices under generally accepted accounting
principles and with the assistance of independent valuation experts using
valuation techniques widely accepted in practice. The SEC recently changed the
guidelines which require different treatment, however, it is a non-cash entry
and will only affect EPS by approximately $0.08 for the next six quarters.
Fundamentally, it does not affect our business model or market position."
EMCORE designs, develops and manufactures compound semiconductor wafers
and devices and is a leading developer and manufacturer of the tools and
manufacturing processes used to fabricate compound semiconductor wafers and
devices. The Company's products and technology enable customers in the United
States and internationally to manufacture commercial volumes of high-performance
electronic devices using compound semiconductors. EMCORE's products are used in
a wide variety of applications, including satellite, data, wireless and
telecommunications, consumer and automotive electronics, computers and
peripherals, and lighting.
The information provided herein may contain forward-looking statements relating
to future events that involve risks and uncertainties. Among the important
factors which could cause actual results to differ materially from those in the
forward-looking statements are cancellations, rescheduling or delays in product
shipments; manufacturing capacity constraints; lengthy sales and qualification
cycles; difficulties in the production process; the future financial performance
of the Company; delays in developing and commercializing new products; increased
competition; failure of the MODE acquisition to achieve the desired synergies
and efficiencies; risks associated with the reaction to the MODE acquisition by
the market, as well as employees, customers, distributors, and others who effect
the businesses of EMCORE and/or MODE; the variability of future operating
results of EMCORE, MODE or the combined companies following the proposed
acquisition; changes in the compound semiconductor industry, including overall
growth of the industry and the continued acceptance of the Company's MOCVD
technologies; and other factors detailed in the Company's filings with the
Securities and Exchange Commission, including the registration statement on Form
S-3 filed on February 4, 1999.
EMCORE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
(as (as (as
restated) restated) restated)
1999 1998 1999 1998
Revenues $16,072 $13,808 $26,197 $26,165
Cost of sales 9,203 7,534 15,219 13,910
Gross profit 6,869 6,274 10,978 12,255
Operating expenses:
Selling, general and
administrative 3,225 2,901 6,368 5,753
Goodwill amortization 1,098 1,099 2,197 1,442
Research and development:
One-time acquired
in-process - - - 19,516
Recurring 4,348 2,889 10,272 5,876
Total operating expenses 8,671 6,889 18,837 32,587
Operating loss (1,802) (615) (7,859) (20,332)
Other expense:
Stated interest expense, net 463 47 693 117
Imputed warrant interest
expense, non-cash 317 96 633 192
Equity in net loss of
unconsolidated
affiliates 1,395 - 1,671 -
Provision for income taxes - 20 - 20
Total other expense 2,175 163 2,997 329
Net loss ($3,977) ($778)($10,856)($20,661)
Per share data:
Net loss per basic share ($0.44) ($0.08) ($1.17) ($2.52)
Net loss per diluted share ($0.44) ($0.08) ($1.17) ($2.52)
Weighted average shares
used in per share
data calculations 9,427 9,328 9,409 8,189
EMCORE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except share data)
March 31, September 30,
1999 1998
(unaudited) (as restated)
ASSETS ------------ --------
Cash and cash equivalents $ 1,640 $ 4,456
Restricted cash - 62
Accounts receivable, net of
allowance for doubtful accounts
of $577 and $611 at March 31, 1999
and September 30, 1998, respectively 11,463 7,438
Accounts receivable, related party 2,746 500
Inventories, net 12,684 12,445
Other current assets 294 208
Total current assets 28,827 25,109
Property, plant and equipment, net 43,260 36,210
Goodwill 7,322 9,519
Investments in unconsolidated
affiliates 4,392 292
Other assets, net 1,270 2,090
Total assets $85,071 $73,220
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LIABILITIES & SHAREHOLDERS' EQUITY
Notes payable - related party $ - $7,000
Accounts payable 9,132 12,023
Accrued expenses 5,457 4,197
Advanced billings 6,682 3,180
Capital lease obligations - current 732 673
Other current liabilities 162 53
Total current liabilities 22,165 27,126
Bank loans 23,000 17,950
Subordinated notes, net 8,003 7,809
Capital lease obligation, net
of current portion 470 755
Other liabilities 1,097 -
Total liabilities 54,735 53,640
Mandatorily redeemable, convertible
preferred stock, 1,550,000 shares
issued and outstanding at March 31,
1999 (redeemable at maturity for
$21,700) 21,369 -
Shareholders' Equity:
Preferred stock, $.0001 par value,
5,882,353 shares authorized; no
shares outstanding - -
Common stock, no par value,
23,529,411 shares authorized, 9,446,347
shares issued and outstanding March 31,
1999, 9,375,952 shares issued and
outstanding at September 30, 1998 87,855 87,443
Accumulated deficit (71,221) (60,196)
Notes receivable from warrant
issuances and stock sales (7,667) (7,667)
Total shareholders' equity 8,967 19,580
Total shareholders' equity and
mandatorily redeemable,
convertible preferred stock 30,336 19,580
Total liabilities, shareholders'
equity and mandatorily redeemable,
convertible preferred stock $85,071 $73,220
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CONTACT:
EMCORE Corporation, Somerset
Tom Werthan
VP, Finance and Administration
732-271-9090
or
Morgen-Walke Associates, Inc., New York
Michele Katz/Connie Bienfait
Press: Frank Domondon/Tammy Rose
212-850-5600