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. [Operator Instructions] I would like to turn the call over to Tom Minichiello, EMCORE's Chief Financial Officer. Please go ahead. .

Thank you, Benjamin, and 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 a 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 in 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 facilitates 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 30 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 2 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..

the first one involves our 2 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.

And third was the continued decline in revenue from our Budd Lake site following the cancellation of the TAIMU 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 nonrecurring 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 million or $0.08 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..

$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 '24 and early fiscal '25. For the June quarter, we expect revenue to be in the range of $19 million to $21 million.

Longer term, our current book of business backlog and opportunity pipeline points to an expected return to topline growth beginning in the first half of fiscal '25..

We are intently focused right now on bottom line growth, which requires swift actions to rightsize 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.

So with that, I'll now turn the call over to Cletus. .

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 is 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 breakeven, 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. And 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 adviser 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 Instructions] And your first question comes from the line of Richard Shannon with Craig-Hallum Capital Group. Please go ahead. .

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 go 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 Budd Lake and TAIMU, 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, as much lower revenue outlook here than we thought a few quarters ago?.

I would say that it would be a good time to have Matt chime in on that question. So Matt, if you're there... .

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. .

Okay. So I guess if I heard Cletus' comments correctly, you're contemplating a number of actions here that include either cost restructuring and/or capital raises here.

I guess, I'd love to understand the degree to which you think some of these order outlook visibility issues are permanent or at least long lived enough that you need to do something about it, that would suggest a 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 2 dynamics ongoing versus transitional, I guess?.

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 topline. So that's going to require cash to do that, and we're looking at various options to raise that cash. .

Okay. That's fair enough then. Maybe 1 or 2 questions from Tom here. Maybe just to give your best sense here of what we're looking at in terms of the 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. And I think last quarter, when I asked a question about a comfort level of cash, you were -- want to stay above $20 million. I think we're already below that. So I want to get a sense of urgency in rectifying that. .

Yes. 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 -- the topline 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 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 its $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 we -- as the business marches forward, 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. And whether we have to do some additional capital infusions of some form that may or may not be part of it. .

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 you 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 the office of the CEO, who else is going to be involved and have those leaders been assigned yet?.

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

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

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 if you said revenue in the second half of '24 will remain at current levels before you return to growth.

So in order to reach a profit that 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?.

Yes. What we said was the objective is to be cash flow breakeven 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 breakeven. .

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 all see that weakness kind of turn you're hoping in the first half of 2025.

Am I thinking about that right?.

Yes, I think you got it right, yes. Those were fiscal years that I was talking about, Brian. So just 1 quarter difference. .

Yes. The only thing -- the only other question I wanted to make sure I understood. It sounded like the challenge of the Mark 54 -- the Mark 54 you've now shipped those units, yet the second quarter isn't much stronger than the first quarter.

Is that because the Mark 48 is going to have more of an impact on the second quarter? Is that why we're not seeing that recovery yet?.

I can grab that one, Tom. I think it's less of an in-line Torpedo-nested problem set than I think you're elaborating. Tom spoke a little bit about the decline in revenues in Budd Lake. Those things as [indiscernible] activity create what 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 2 separate demand signals for 2 separate programs, but there's individual fiscal year budget implications in Washington that we're tuning 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. .

We don't 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. .

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.

And 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. .

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