EMCORE - Q2 2024

Executive Summary

• EMCORE’s Q2 FY2024 revenue fell to $19.6M, down sequentially and year-over-year, with gross margin compressing to 17% on shipment delays (Mark 54/48 torpedo IMUs), late materials on a nav‑grade FOG IMU, and declining Budd Lake revenue post TAIMU cancellation.
• Non-GAAP metrics deteriorated: non-GAAP gross margin 15% and adjusted EBITDA −$5.8M vs −$1.7M in Q1; GAAP OpEx rose slightly to $10.9M.
• Guidance: Q3 FY2024 revenue expected at $19–$21M; Board formed a Restructuring Committee targeting adjusted operating cash flow break-even by the September 2024 quarter; company sold the Chips business for $2.92M and restructured debt via Hale Capital forbearance.
• Leadership changes: CEO Jeff Rittichier stepped down; VP Sales Matt Vargas named interim CEO; Chairman emphasized commitment to pure‑play Aerospace & Defense strategy and cost actions.
• Potential stock catalysts: shipment normalization in Q3 (Mark 54/48), execution on cost reductions ($2M annualized savings from Q2 severance), liquidity actions under new lending terms, and progress toward cash flow breakeven.

What Went Well and What Went Wrong

What Went Well

• Completed sale of discontinued Chips business and Alhambra wafer fab for $2.92M, including $1.92M at closing and a sublease, finalizing exit from legacy businesses.
• Debt restructured: credit facility assigned to Hale Capital with forbearance terms (12% fixed rate, cash dominion restrictions lifted, PIK option), providing near-term flexibility to pursue restructuring.
• Management action on costs: ~$1.0M restructuring charge in Q2 tied to personnel reductions, with estimated $2M annualized savings, ~80% benefiting gross profit; renewed focus on cost structure and cash flow breakeven by September quarter.
  • Quote: “Annualized savings from these actions are estimated to be approximately $2 million, of which about 80% benefits gross profit.” — CFO Tom Minichiello.
  • Quote: “We…created a restructuring committee…with the objective of becoming adjusted cash flow breakeven…by the end of the quarter ending September 2024.” — Chairman Cletus Glasener.

What Went Wrong

• Revenue miss and margin compression: Q2 revenue $19.6M vs Q1 $24.1M and Q2 guidance $23–$25M; gross margin fell to 17% on shipment delays, Concord QMEMS yield issues, and Budd Lake revenue decline.
• Liquidity declined: ending cash $12.0M vs $21.2M in Q1; cash decreased largely due to −$5.8M adjusted EBITDA, discontinued ops, financing and severance costs.
• Program timing and Budd Lake headwinds: Mark 54 shipment pushed to April; Mark 48 held due to customer testing; Budd Lake revenue declined post TAIMU cancellation, affecting top line and visibility.

Transcript

Operator (participant)

Thank you for standing by. My name is Benjamin, and I'll be your conference operator today. At this time, I would like to welcome everyone to EMCORE Corporation Fiscal 2024 Second Quarter Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you'd like to ask a question during this time, simply press star 1 on your telephone keypad. If you'd like to withdraw your question, press star 1 again. Thank you. I would like to turn the call over to Tom Minichiello, EMCORE's Chief Financial Officer. Please go ahead.

Tom Minichiello (CFO)

Thank you, Benjamin. Good afternoon, everyone, and welcome to our conference call to discuss EMCORE's Fiscal 2024 Second Quarter Results. The news release we issued this afternoon is posted on our website, emcore.com. Joining me on the call today is Cletus Glasener, Chairman of the Board, and Matt Vargas, Vice President of Sales, Marketing, and Business Development. As we'll talk about in a few minutes, Matt will be taking on an exciting and important new role effective today. I'll get things going with the review of the financial results, followed by Cletus, who will discuss recent developments, and we'll conclude by taking questions. Before we begin, we would like to remind you that 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 Exchange Act of 1934.

These forward-looking statements are largely based on our current expectations and projections about future events and trends affecting the business. Such forward-looking statements include projections about future results, statements about plans, strategies, business prospects, and changes and trends in the business and the markets in which we operate. Management cautions that these forward-looking statements are related to future events or future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of the business or in our industry to be materially different from those expressed or implied by any forward-looking statements.

We caution you not to rely on these statements and to also consider the risks and uncertainties associated with these statements and the business, which are included in the company's filings available on the SEC's website located at sec.gov, including the sections entitled Risk Factors in the company's annual report on Form 10-K. The company assumes no obligation to update any forward-looking statements, to conform such statements to actual results, or to changes in our expectations except as required by applicable law or regulation. In addition, references will be made during this call to non-GAAP financial measures, which we believe provide meaningful supplemental information to both management and investors. The non-GAAP measures reflect the company's core ongoing operating performance and facilitate comparisons across reporting periods.

Investors are encouraged to review these non-GAAP measures, as well as the explanation and reconciliation of these measures to the most comparable GAAP measures included in our news release. Before we get into the March quarter results, I want to start with a recap of our recently reported sale of the discontinued Chips business line and Alhambra Indium Phosphide wafer fab that we shut down last September. The deal closed on April 30th and included an all-cash sale price of $2.92 million, which consisted of a $1 million deposit received back in October and a $1.92 million cash proceeds received last week at closing, and a sublease involving two buildings on the Alhambra campus, along with the buyer assuming related end-of-lease remediation obligations. This transaction represents the final and complete closeout of the company's legacy businesses.

I'll now move on to revenue for Fiscal 2Q, which was $19.6 million compared to the prior quarter's $24.1 million. Lower-than-expected revenue in the March quarter was primarily due to the following three factors. The first one involves our two torpedo programs, the Mark 54 and the Mark 48, that both use our tactical-grade Quartz MEMS, Inertial Measurement Units, or IMUs. In the case of the Mark 54, finished goods were ready to ship in March, but the order and delivery was pushed into April. These IMUs have now been shipped. The Mark 48 units were also ready to go, but shipment was held up as a result of testing at the customer site. The second one has to do with late-arriving material and early-stage transitioning to production that resulted in delays in completing a navigation-grade fiber-optic gyroscope, or FOG, IMU for a different program.

Third was the continued decline in revenue from our Bud Lake site following the cancellation of the TAMU project late last year. Let me now turn to the rest of the operating results, which will be on a non-GAAP basis. Gross margin was 15% in Fiscal 2Q compared to 29% the quarter before, primarily due to the lower revenue as well as production yield issues at our QMEMS operation in Concord. Operating expenses were $9.8 million in Fiscal 2Q compared to $9.5 million in Fiscal 1Q. R&D expense was sequentially higher due largely to a lower level of non-recurring engineering, or NRE, revenue when compared to the quarter before, resulting in higher internally funded R&D, or IRAD, which remains part of OPEX. This was slightly offset by lower SG&A, primarily driven by tighter overall expense management.

As a result of the lower revenue and gross profit, operating loss in the March quarter was $6.9 million compared to the December quarter's $2.6 million. Negative Adjusted EBITDA was $5.8 million compared to $1.7 million last quarter. Net loss was $7.08 per share. Shifting to the Fiscal 2Q GAAP numbers for a moment, these results included a $1 million restructuring charge to cover severance costs associated with personnel reductions during the March quarter. Annualized savings from these actions are estimated to be approximately $2 million, of which about 80% benefits gross profit. Turning to the balance sheet, cash balance was $12 million at March 31st compared to $20 million net of third-party funds at December 31st. Total outstanding debt was $8.3 million at March 31st compared to $8.6 million at the end of December.

The $8 million cash decrease during the quarter was largely due to the negative $5.8 million Adjusted EBITDA. We also used cash during the quarter for the following items: $700,000 associated with discontinued ops, $600,000 as part of financing activities, $500,000 for severance, and a combined total of $400,000 for Capex and litigation-related costs. Now to guidance. We anticipate the quarterly revenues, based on factors we know today, to be flat to slightly up between the back half of Fiscal 2024 and early Fiscal 2025. For the June quarter, we expect revenue to be in the range of $19-$21 million. Longer term, our current book of business, backlog, and opportunity pipeline points to an expected return to top-line growth beginning in the first half of Fiscal 2025. We are intently focused right now on bottom-line growth, which requires swift actions to right-size the cost structure of the business.

We have already started taking such actions, are moving as quickly as possible, and we intend to provide an update on this important activity once the full plan takes shape. With that, I'll now turn the call over to Cletus.

Cletus Glasener (Chairman of the Board)

Thank you, Tom. I requested to participate on this call in order to discuss some of the recent developments that we've taken to improve the performance of the company. As Tom mentioned, the company completed the sale of the remaining legacy business. The transaction is complete. The additional consideration of approximately $2 million has been received, and this completes all of the actions required to exit the legacy business with only minor expenses to go. We also announced last week that the company's debt was assigned by the prior lender, which was Wingspire, to Hale Capital. The company simultaneously entered into an agreement with the new lender, which will provide for additional flexibility to make necessary changes.

The company also created a restructuring committee of the board with the authority to direct management to make the necessary cost reductions and restructuring with the objective of becoming adjusted cash flow break-even, excluding restructuring costs, by the end of the quarter ending September 2024. These actions have already begun and will continue. The restructuring committee intends to continue to evaluate additional actions to best achieve the targeted results. In addition, the board will be exploring alternatives to shore up the company's liquidity, including potentially raising additional capital to facilitate and possibly accelerate these restructuring actions. Finally, the company's CEO, Jeff Rittichier, has decided to step down after serving the company since 2014. Jeff will also leave the board. He will continue to consult with the board and assist with the transition to a new CEO.

We thank Jeff for his service and appreciate his willingness to remain an advisor to the board and wish him the very best. Your board has already begun the search for a new CEO, and we will take the necessary time to complete this search. In the meantime, the company is establishing an Office of the CEO that will be comprised of senior executives responsible for driving EMCORE's operations and performance improvement. Additionally, the board has asked Matt Vargas to assume the role of interim CEO until the search for a permanent CEO is completed. The board has great confidence in Matt's demonstrated leadership, his team-building, and his communication abilities, and the newly created restructuring committee looks forward to working with him in the office of CEO to accelerate the company's restructuring plans and path to profitability.

Finally, although the board is not satisfied with our results for the second fiscal quarter, we're committed to take the necessary actions to best position the company for success moving forward. We have much left to do, and we have difficult decisions to make in the future, but we believe the recent actions we've taken demonstrate the determination to execute on the company's pure-play aerospace and defense strategy. The board understands the urgency of the situation and is focused on building a sustainable model that best positions the company to execute on its strategy with the help of our new leadership. Thank you for your interest in the company. And with that, we'll open up the call for questions. Operator.

Operator (participant)

Thank you. We will now begin the question-and-answer session. If you have dialed in and would like to ask a question, please press star 1 on your telephone keypad to raise your hand and join the queue. If you'd like to withdraw your question, simply press star 1 again. If you are called upon to ask your question and are listening via loudspeaker in your device, please pick up your handset and ensure that your phone is not on mute when asking your question. Again, press star 1 to join the queue. Your first question comes from the line of Richard Shannon with Craig-Hallum Capital Group. Please go ahead.

Richard Shannon (Senior Research Analyst)

Great. Thanks for taking my questions, guys. Let's see. I guess my first question here is, to what degree are the issues that we're seeing here that manifest themselves not just in the March quarter results, but I think maybe even going back a little bit of time, as well as the outlook here, how much of that is due to, I guess, one-time or unusual issues versus some sort of decrease in backlog here? I know we've talked about the situation with Bud Lake and TAMU, but it seems like there's more issues and more programs that either have been delayed or lost or something to help us get some sense of the dynamics you're involved with this much lower revenue outlook here than we thought a few quarters ago.

Tom Minichiello (CFO)

Well, I would say that it'd be a good time to have Matt chime in on that question. So Matt, if you're there, do you want to take that one?

Matthew Vargas (Interim CEO)

Indeed. Happy to answer. I think the torpedo element of our business is a fairly large tranche of our portfolio. We are working diligently and have been working diligently to understand that demand signal better, but it does comprise a large function of our total manufacturing footprint. So I would not say that it's an endemic of larger issues, but that particular subset, as it moves directionally, affects our business. So not really anything else that I can add to that effect, but the torpedo business is a large tranche of the overall lift quarter-over-quarter.

Tom Minichiello (CFO)

Yeah. Okay. Thanks. Thanks, Matt.

Richard Shannon (Senior Research Analyst)

Okay. So I guess if I heard Cletus's comments correctly, you're contemplating a number of actions here that include either cost restructuring and/or capital raises here, I guess. Love to understand the degree to which you think some of these order and outlook visibility issues are permanent or at least long-lived enough that you need to do something about it that would suggest fairly meaningful cost structure improvements versus something that can just bridge you to a time by which things get better or back to maybe what you thought before. How do we balance those two dynamics, ongoing versus transitional, I guess?

Matthew Vargas (Interim CEO)

Thanks, Richard. We're going to do the restructuring. Restructuring is not free. There's going to be expenses associated with downsizing the business to meet the current top line. So that's going to require cash to do that, and we're looking at various options to raise that cash.

Richard Shannon (Senior Research Analyst)

Okay. Fair enough then. Maybe one or two questions from Tom here. Maybe just give your best sense here of what we're looking at in terms of cash burn this quarter. I don't know if that would be inclusive or not inclusive of any sort of expenses from said restructuring, but just give us a sense of where we're sitting there. I think last quarter, when I asked the question about a comfort level of cash, you were wanting to stay above $20 million. I think we're already below that. Want to get a sense of urgency in rectifying that.

Tom Minichiello (CFO)

Yeah. The way I would look at it, Richard, is we finished at $12 million at the end of March, obviously lower than where we thought we'd be when the top line has a lot to do with that or almost all to do with that. So here's how I would think about it. We've got $12 million at the beginning of the quarter. We just got another, call it $2 million, round up on the sale of the fab. So that's $14 million in cash going into the quarter. I don't want to put too much of a specificity around where we're going to end up at the end of the June quarter, but what's important to know here is that it's $14 million.

We have a new lender, and the terms I can't emphasize enough the help that that's going to provide, having now be with Hale, because the debt has been restructured, essentially, and we no longer have a liquidity requirement that was $12.5 million under the previous structure, among other benefits of doing that deal. So that's going to give us some leeway here in the near term as the business marches forward at the guidance that we provided. But also, we're going to be doing all kinds of activities and other actions here that will obviously ultimately lower the cash use but may require some initial one-time cash out. So a lot of moving parts, but we've got some ability here to work what we want to do and make it happen.

Whether we have to do some additional capital infusions of some form, that may or may not be part of it.

Richard Shannon (Senior Research Analyst)

Okay. Fair enough. Thanks for that, Tom. Maybe one last question, and I'll jump out of line here. So, an office of the CEO here, and I see, not having met Mr. Vargas before. I see he came from KVH here. I would assume that this office would include leaders from the other organizations, as I think Jeff was kind of the driver of all these different groups here. So, can you kind of help us understand this office, the CEO, who else is going to be involved, and have those leaders been assigned yet?

Cletus Glasener (Chairman of the Board)

Some have, some haven't. Those leaders will represent the functions within the company, but maybe not limited to finance, legal, operations, engineering, sales, and marketing. That office of the CEO will report to the board and work very closely with the restructuring committee.

Richard Shannon (Senior Research Analyst)

Okay. Fair enough. I will jump out of line, guys. Thank you very much.

Tom Minichiello (CFO)

Thank you, Richard.

Operator (participant)

Your next question comes from the line of Brian Kinstlinger from Alliance Global Partners. Please go ahead.

Brian Kinstlinger (CFA)

Questions. Just looking at the first quarter results compared to a comment that you expect to achieve profitability by the end of the September quarter, I presume that was this year, but maybe I'm mistaken. I want to make sure I understand because I think you said revenue in the second half of 2024 will remain at current levels before you return to growth. So in order to reach a profit, you need to cut more than $5 million of quarterly expenses. Do I have that right, or did I misunderstand the comments regarding these assumptions?

Cletus Glasener (Chairman of the Board)

Yeah. What we said was the objective is to be cash flow break-even on an adjusted basis by the end of the September quarter, excluding any restructuring expenses. So we didn't talk profit. We talked cash flow break-even.

Brian Kinstlinger (CFA)

Got it. And to be clear, did I understand you correctly in saying the second half of I think what you meant was calendar 2024 will be at similar revenue than we are today? As you'll see that weakness kind of turn, you're hoping in the first half of 2025. Am I thinking about that right?

Tom Minichiello (CFO)

Yeah. I think you got it right. Yeah. Those were fiscal years. Those were fiscal years that I was talking about, Brian, so just one quarter difference.

Brian Kinstlinger (CFA)

Okay. Yeah. The only other question I wanted to make sure I understood, it sounded like the challenge of the Mk 54. I hope I'm saying that right. The Mk 54, you've now shipped those units, yet the second quarter isn't much stronger than the first quarter. Is that because the Mk 48 is going to have more of an impact on the second quarter? Is that why we're not seeing that recovery yet?

Tom Minichiello (CFO)

Yeah. I think what you're.

Matthew Vargas (Interim CEO)

I can grab that one, Tom. I think it's less of an inline torpedo nested problem set than I think you're elaborating. Tom spoke a little bit about the declining revenues in Bud Lake. Those things, as paired activity, create sort of the slump that was described. So it's not necessarily Mark 54 and Mark 48 are relatively independent demand signals. The internal manufacturing process is a little bit more agnostic, but those are two separate demand signals for two separate programs. But there's individual fiscal year budget implications in Washington that we're attuning our sensitivities to a little bit more, but that takes a little bit of time. So I hope that answers your question, but they're not necessarily always correlated from an outside demand perspective.

Brian Kinstlinger (CFA)

Great. Thanks so much. Good luck.

Tom Minichiello (CFO)

Thank you, Brian. Oh. Benjamin?

Operator (participant)

Are we.

No one have any questions at this time. That concludes our Q&A session. I will now turn the conference back over to Cletus Glasener for closing remarks.

Cletus Glasener (Chairman of the Board)

Thank you, Benjamin. So first, I'd like to convey to our shareholders, many of you who have held shares for a long time, that the EMCORE leadership and the board is working to restore financial health to this business. We do appreciate you sticking with us through this transformative time. I'd also like to give my sincere thanks to our employees of the company who have and will continue to support us through this transition. With that, that's all of our remarks. Thank you so much for attending.

Operator (participant)

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.