0000808326FALSE00008083262025-01-032025-01-0300008083262024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 3, 2025
Date of Report (Date of earliest event reported)
tmb-20210203x8k002.jpg
EMCORE CORPORATION
Exact Name of Registrant as Specified in its Charter
New Jersey001-3663222-2746503
State of IncorporationCommission File NumberIRS Employer Identification Number
450 Clark Drive, Budd Lake, New Jersey, 07828
Address of principal executive offices, including zip code
(626) 293-3400
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
EMKRThe 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. ☐


Item 2.02          Results of Operations and Financial Condition.
On January 3, 2025, EMCORE Corporation (the “Company”) issued a press release disclosing its financial results for its fourth fiscal quarter ended September 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (“Current Report”).
The information in this Current Report, 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 Current Report, 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
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
January 3, 2025Title:Chief Financial Officer


Exhibit 99.1

EMCORE Reports Fiscal 2024 Fourth Quarter Results

BUDD LAKE, NJ, January 3, 2025 – EMCORE Corporation (Nasdaq: EMKR), a leading provider of inertial navigation solutions to the aerospace and defense industry, today announced results for the fiscal 2024 fourth quarter (4Q24) ended September 30, 2024.

“As we close out the fiscal year, we are pleased to report that execution on our previously announced restructuring plan resulted in significant progress in all areas of the business. During 4Q24, the Company generated positive cash flow of $1.8 million and substantially lowered operating expenses,” said Matt Vargas, interim Chief Executive Officer. “In addition, on a sequential-quarter basis, we increased revenue 6% and grew backlog on the strength of continued strong bookings during 4Q24.”

Three Months Ended
Sep 30, 2024Jun 30, 2024 +increase/
-decrease
4Q243Q24
Revenue$21.7M$20.4M+$1.3M
Gross margin21%25%-4%
Operating expenses$7.8M$14.3M-$6.5M
Net loss on continuing operations($3.2M)($11.5M)+$8.3M
Net loss on continuing operations per share, basic and diluted($0.35)($1.27)+$0.92
Non-GAAP gross margin (a)23%24%-1%
Non-GAAP operating expenses (a)$6.1M$9.1M-$3.0M
Non-GAAP net loss on continuing operations (a)($2.0M)($4.4M)+$2.4M
Non-GAAP net loss on continuing operations per share, basic and diluted (a)($0.22)($0.49)+$0.27
Adjusted EBITDA (a)($0.4M)($3.6M)+$3.2M
Cash and cash equivalents at end of period$10.8M$9.0M+$1.8M
Line of credit and loan payable (b)$0.0M$8.4M-$8.4M
(a) 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.
(b) 4Q24 includes loan payoff totaling $8.4 million .

About EMCORE

EMCORE Corporation is a leading provider of inertial navigation solutions to 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, net loss, net loss per share, and 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.




EMCORE CORPORATION
Consolidated Balance Sheets
(unaudited)
September 30,September 30,
(in thousands)20242023
ASSETS
Current assets:
Cash and cash equivalents$10,291$26,211
Restricted cash495495
Accounts receivable, net of credit loss of $173 and $356, respectively
14,34215,575
Contract assets1,1828,402
Inventory25,06528,905
Prepaid expenses3,5044,612 
Other current assets137922
Assets held for sale—7,264
Total current assets55,01692,386
Property, plant, and equipment, net7,86815,517
Operating lease right-of-use assets18,09421,564
Other intangible assets, net10,28912,245
Other non-current assets2,6462,201
Total assets$93,913$143,913
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$8,563$9,683
Accrued expenses and other current liabilities5,2208,471
Contract liabilities1,424 1,630
Loan payable - current— 852 852 
Financing payable587 460 460
Loan payable - current—852 
Operating lease liabilities - current2,668 3,033
Liabilities held for sale—4,662
Total current liabilities18,46228,791
Line of credit—6,418
Loan payable - non-current—3,330
Operating lease liabilities - non-current18,24720,882
Asset retirement obligations2,3784,194
Warrant liability and other long-term liabilities4,6608
Total liabilities43,74763,623
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 100,000 shares authorized; 9,764 shares issued and 9,073 shares outstanding as of September 30, 2024; 8,401 shares issued and 7,711 shares outstanding as of September 30, 2023
825,625825,119
Treasury stock at cost; 691 shares as of September 30, 2024 and September 30, 2023
(47,721)(47,721)
Accumulated other comprehensive income958350
Accumulated deficit(728,696)(697,458)
Total shareholders’ equity50,16680,290
Total liabilities and shareholders’ equity$93,913$143,913


EMCORE CORPORATION
Consolidated Statements of Operations
(unaudited)
Three Months Ended September 30,Fiscal Year Ended
September 30,
(in thousands, except for per share data)2024202320242023
Revenue$21,704$26,769$85,896$97,716
Cost of revenue17,23219,87667,07674,323
Gross profit4,4726,89318,82023,393
Operating expense:
Selling, general, and administrative5,0118,63822,28132,731
Research and development2,0574,46812,92217,910
Restructuring872 — 2,219 — 
Severance(168)— 2,919 27 
Impairment322,6123,01022,612
Loss (gain) on sale of assets50—18(1,147)
Total operating expense7,82535,71843,36972,133
Operating loss(3,353)(28,825)(24,549)(48,740)
Other income (expense):
Loss on extinguishment of debt and change in fair value of warrant liability(2,572)—(4,660)—
Interest expense, net(940)(147)(1,195)(751)
Other income (expense)3,612(9)3,581120
Total other income (expense)100(156)(2,274)(631)
Loss from continuing operations before income tax benefit (expense)(3,253)(28,981)(26,823)(49,371)
Income tax benefit (expense) from continuing operations85 135 (29)(42)
Net loss from continuing operations$(3,168)$(28,846)$(26,852)$(49,413)
Income (loss) from discontinued operations$63$(12,735)$(4,386)$(25,946)
Net loss$(3,105)$(41,581)$(31,238)$(75,359)
Pension adjustment608(91)608(91)
Comprehensive loss$(2,497)$(41,672)$(30,630)$(75,450)
Per share data:
Net loss on continuing operations per share, basic and diluted$(0.35)$(0.42)$(2.98)$(0.96)
Net income (loss) on discontinued operations per share, basic and diluted$0.01 $(0.18)$(0.49)$(0.50)
Net loss per share, basic and diluted$(0.34)$(0.60)$(3.46)$(1.46)
Weighted-average number of shares outstanding, basic and diluted9,06369,2099,02051,510



EMCORE CORPORATION
Reconciliations of GAAP to Non-GAAP Financial Measures
(unaudited)
Three Months Ended
September 30June 30
(in thousands, except for percentages)4Q243Q24
Gross profit$4,472$5,013
Gross margin21%25%
Stock-based compensation expense4070
Asset retirement obligation accretion6161
Intangible asset amortization482486
Compensation accrual adjustment—(806)
Non-GAAP gross profit$5,055 $4,824 
Non-GAAP gross margin23%24%

Three Months Ended
September 30June 30
(in thousands)4Q243Q24
Operating expense$7,825 $14,276 
Stock-based compensation expense(359)1,182 
Impairment expense(3)(2,919)
Severance expense168 (1,856)
Restructuring expense(872)(1,347)
Loss on sale of assets(50)— 
Compensation accrual adjustment— 506 
Transition/M&A-related expense(598)(615)
Litigation-related expense(39)(156)
Non-GAAP operating expense$6,072 $9,071 



Three Months Ended
September 30June 30
(in thousands, except for per share data and percentages)4Q243Q24
Net loss from continuing operations$(3,168)$(11,545)
Net loss from continuing operations per share, basic and diluted$(0.35)$(1.27)
Stock-based compensation expense399(1,112)
Asset retirement obligation accretion6161
Intangible asset amortization482486
Impairment expense32,919
Severance expense(168)1,856
Restructuring expense8721,347
Loss on sale of assets50—
Compensation accrual adjustment—(1,312)
Transition/M&A-related expense598615
Litigation-related expense39156
Loss on extinguishment of debt and change in fair value of warrant liability2,5722,087
Other (income) expense(3,612)16
Income tax benefit(85)—
Non-GAAP net loss from continuing operations$(1,957)$(4,426)
Non-GAAP net loss from continuing operations per share, basic and diluted$(0.22)$(0.49)
Interest expense, net940179
Depreciation expense580670
Adjusted EBITDA$(437)$(3,577)
Adjusted EBITDA % of revenue(2.0 %)(18 %)

Contact:
EMCORE Corporation
Tom Minichiello
Chief Financial Officer
investor@emcore.com

v3.24.4
Cover
Jan. 03, 2025
Aug. 06, 2024
Cover [Abstract]    
Document Type 8-K  
Document Period End Date Jan. 03, 2025  
Entity Registrant Name EMCORE CORP  
Entity Incorporation, State or Country Code NJ  
Entity File Number 001-36632  
Entity Tax Identification Number 22-2746503  
Entity Address, Address Line One   50 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  
Entity Central Index Key 0000808326  
Amendment Flag false  
Entity Information [Line Items]    
Entity Registrant Name EMCORE CORP  
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