0000808326FALSE00008083262025-02-132025-02-13

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
February 13, 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 February 13, 2025, EMCORE Corporation (the “Company”) issued a press release disclosing its financial results for its first fiscal quarter ended December 31, 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
February 13, 2025Title:Chief Financial Officer


Exhibit 99.1

EMCORE Reports Fiscal 2025 First Quarter Results

BUDD LAKE, NJ, February 13, 2025 – EMCORE Corporation (Nasdaq: EMKR), a leading provider of inertial navigation solutions to the aerospace and defense industry, today announced results for the fiscal 2025 first quarter (1Q25) ended December 31, 2024.

“Gross profit margins increased significantly in fiscal 1Q25, primarily driven by the completion of all restructuring-related cost reduction activities during the prior quarter, as well as a favorable revenue mix. Backlog remains strong and we are also happy to report that, despite the GAAP earnings loss, we achieved positive non-GAAP earnings and positive Adjusted EBITDA,” said Matt Vargas, interim Chief Executive Officer.

Three Months Ended
Dec 31, 2024Sep 30, 2024 +increase/
-decrease
1Q254Q24
Revenue$19.3M$21.7M-$2.4M
Gross margin32%21%+11%
Operating expenses$9.7M$7.8M+$1.9M
Net loss on continuing operations($5.5M)($3.2M)-$2.3M
Net loss on continuing operations per share, basic and diluted($0.60)($0.35)-$0.25
Non-GAAP gross margin (a)36%23%+13%
Non-GAAP operating expenses (a)$6.4M$6.1M+$0.3M
Non-GAAP net income (loss) on continuing operations (a)$0.5M($2.0M)+$2.5M
Non-GAAP net income (loss) on continuing operations per share, basic and diluted (a)$0.05($0.22)+$0.27
Adjusted EBITDA (a)$1.1M($0.4M)+$1.5M
Cash, cash equivalents and restricted cash at end of period$9.0M$10.8M-$1.8M
(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.

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) and Quartz MEMS 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. Due to the November 7, 2024 Merger Agreement, the Company incurred higher-than-normal transaction-related costs in Q125 that are included in the reconciliation as they are unrelated to the ongoing operation 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
Condensed Consolidated Balance Sheets
(unaudited)
December 31,September 30,
(in thousands)20242024
ASSETS
Current assets:
Cash and cash equivalents$8,480$10,291
Restricted cash495495
Accounts receivable, net of allowances for credit loss of $41 and $173, respectively
14,65414,342
Contract assets5601,182
Inventory26,01725,065
Prepaid expenses3,6043,504 
Other current assets128137
Total current assets53,93855,016
Property, plant, and equipment, net7,2987,868
Operating lease right-of-use assets17,36718,094
Intangible assets, net9,80710,289
Other non-current assets2,6592,646
Total assets$91,069$93,913
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$8,037$8,563
Accrued expenses and other current liabilities6,0955,220
Contract liabilities2,483 1,424
Financing payable148 587
Operating lease liabilities - current2,2982,668
Total current liabilities19,06118,462
Operating lease liabilities - non-current17,84318,247
Asset retirement obligations2,3982,378
Warrant liability6,6064,660
Total liabilities45,90843,747
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value, 100,000 shares authorized; 9,771 shares issued and 9,081 shares outstanding as of December 31, 2024; 9,764 shares issued and 9,703 shares outstanding as of September 30, 2024
826,131825,625
Treasury stock at cost; 691 shares as of December 31, 2024 and September 30, 2024
(47,721)(47,721)
Accumulated other comprehensive income958958
Accumulated deficit(734,207)(728,696)
Total shareholders’ equity45,16150,166
Total liabilities and shareholders’ equity$91,069$93,913


EMCORE CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended December 31,
(in thousands, except for per share data)20242023
Revenue$19,305$24,123
Cost of revenue13,03618,035
Gross profit6,2696,088
Operating expense:
Selling, general, and administrative7,1716,609
Research and development1,6313,609
Restructuring928 — 
Severance19 211 
Gain on sale of assets— (31)
Total operating expense9,74910,398
Operating loss(3,480)(4,310)
Other expense:
Loss on extinguishment of debt and change in fair value of warrant liability(1,946)—
Interest expense, net—(9)
Other income (expense)7(16)
Total other expense(1,939)(25)
Loss from continuing operations before income tax expense(5,419)(4,335)
Income tax expense from continuing operations(42)(28)
Net loss from continuing operations$(5,461)$(4,363)
Loss from discontinued operations$(50)$(1,316)
Net loss$(5,511)$(5,679)
Per share data:
Net loss on continuing operations per share, basic and diluted$(0.60)$(0.49)
Net loss on discontinued operations per share, basic and diluted$(0.01)$(0.15)
Net loss per share, basic and diluted$(0.61)$(0.64)
Weighted-average number of shares outstanding, basic and diluted9,0688,899



EMCORE CORPORATION
Reconciliations of GAAP to Non-GAAP Financial Measures
(unaudited)
Three Months Ended
December 31, 2024September 30, 2024
(in thousands, except for percentages)1Q254Q24
Gross profit$6,269$4,472
Gross margin32%21%
Stock-based compensation expense12040
Asset retirement obligation accretion2061
Intangible asset amortization482482
Non-GAAP gross profit$6,891 $5,055 
Non-GAAP gross margin36%23%

Three Months Ended
December 31, 2024September 30,
2024
(in thousands)1Q254Q24
Operating expense$9,749 $7,825 
Stock-based compensation expense(386)(359)
Impairment expense— (3)
Severance expense(19)168 
Restructuring expense(928)(872)
Loss on sale of assets— (50)
Transition/M&A-related expense(2,021)(598)
Litigation-related expense— (39)
Non-GAAP operating expense$6,395 $6,072 



Three Months Ended
December 31,
2024		September 30,
2024
(in thousands, except for per share data and percentages)1Q254Q24
Net loss from continuing operations$(5,461)$(3,168)
Net loss from continuing operations per share, basic and diluted$(0.60)$(0.35)
Stock-based compensation expense506399
Asset retirement obligation accretion2061
Intangible asset amortization482482
Impairment expense—3
Severance expense19(168)
Restructuring expense928872
Loss on sale of assets—50
Transition/M&A-related expense2,021598
Litigation-related expense—39
Loss on extinguishment of debt and change in fair value of warrant liability1,9462,572
Other income(7)(3,612)
Income tax expense (benefit)42(85)
Non-GAAP net income (loss) from continuing operations$496$(1,957)
Non-GAAP net income (loss) from continuing operations per share, basic and diluted$0.05$(0.22)
Interest expense, net—940
Depreciation expense570580
Adjusted EBITDA$1,065$(437)
Adjusted EBITDA % of revenue5.5 %(2.0 %)

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

v3.25.0.1
Cover
Feb. 13, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 13, 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
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