Three
Months Ended June 30,
|
Nine
Months Ended June 30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Revenue
|
$
|
33,234
|
$
|
21,225
|
$
|
90,628
|
$
|
67,530
|
|||||
Cost
of revenue
|
26,503
|
20,811
|
76,293
|
61,255
|
|||||||||
Gross
profit
|
6,731
|
414
|
14,335
|
6,275
|
|||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
6,064
|
5,723
|
16,102
|
16,674
|
|||||||||
Research
and development
|
4,061
|
6,535
|
13,189
|
18,295
|
|||||||||
Severance
charges
|
559
|
-
|
1,208
|
-
|
|||||||||
Restructuring
charges
|
1,279
|
-
|
1,279
|
-
|
|||||||||
Total
operating expenses
|
11,963
|
12,258
|
31,778
|
34,969
|
|||||||||
Operating
loss
|
(5,232
|
)
|
(11,844
|
)
|
(17,443
|
)
|
(28,694
|
)
|
|||||
Other
(income) expenses:
|
|||||||||||||
Interest
income
|
(297
|
)
|
(201
|
)
|
(779
|
)
|
(558
|
)
|
|||||
Interest
expense
|
1,202
|
1,205
|
3,606
|
4,915
|
|||||||||
Gain
from debt extinguishment
|
-
|
-
|
-
|
(12,312
|
)
|
||||||||
Equity
in net loss (income) of GELcore
|
778
|
(341
|
)
|
703
|
(557
|
)
|
|||||||
Total
other expenses (income)
|
1,683
|
663
|
3,530
|
(8,512
|
)
|
||||||||
Loss
from continuing operations
|
(6,915
|
)
|
(12,507
|
)
|
(20,973
|
)
|
(20,182
|
)
|
|||||
Discontinued
operations:
|
|||||||||||||
Loss
from discontinued operations
|
-
|
-
|
-
|
(2,045
|
)
|
||||||||
Gain
on disposal of discontinued operations
|
-
|
-
|
12,476
|
19,584
|
|||||||||
Income
from discontinued operations
|
-
|
-
|
12,476
|
17,539
|
|||||||||
Net
loss
|
$
|
(6,915
|
)
|
$
|
(12,507
|
)
|
$
|
(8,497
|
)
|
$
|
(2,643
|
)
|
|
Per
Share Data:
|
|||||||||||||
Basic
and diluted per share data:
|
|||||||||||||
Loss
from continuing operations
|
$
|
(0.15
|
)
|
$
|
(0.27
|
)
|
$
|
(0.44
|
)
|
$
|
(0.48
|
)
|
|
Income
from discontinued operations
|
-
|
-
|
0.26
|
0.42
|
|||||||||
Net
loss
|
$
|
(0.15
|
)
|
$
|
(0.27
|
)
|
$
|
(0.18
|
)
|
$
|
(0.06
|
)
|
|
Weighted
average shares outstanding used in
basic
and diluted per share calculations
|
47,426
|
46,598
|
47,228
|
42,106
|
|||||||||
|
As
of
June
30,
|
As
of
September
30,
|
|||||
|
2005
|
2004
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
16,037
|
$
|
19,422
|
|||
Marketable
securities
|
20,500
|
32,150
|
|||||
Accounts
receivable, net
|
27,273
|
20,775
|
|||||
Receivables,
related parties
|
4,117
|
215
|
|||||
Inventories,
net
|
21,050
|
14,839
|
|||||
Prepaid
expenses and other current assets
|
1,555
|
2,496
|
|||||
Total
current
assets
|
90,532
|
89,897
|
|||||
Property,
plant and equipment, net
|
58,103
|
65,354
|
|||||
Goodwill
|
34,167
|
33,584
|
|||||
Intangible
assets, net
|
5,917
|
5,177
|
|||||
Investments
in unconsolidated affiliates
|
12,364
|
10,003
|
|||||
Receivables,
related parties
|
169
|
3,754
|
|||||
Other
assets, net
|
6,722
|
5,474
|
|||||
Total
assets
|
$
|
207,974
|
$
|
213,243
|
|||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
13,994
|
$
|
16,064
|
|||
Accrued
expenses
|
18,373
|
15,292
|
|||||
Convertible
subordinated note, current portion
|
15,775
|
-
|
|||||
Total
current liabilities
|
48,142
|
31,356
|
|||||
Convertible
subordinated note
|
80,276
|
96,051
|
|||||
Other
liabilities
|
11
|
27
|
|||||
Total
liabilities
|
128,429
|
127,434
|
|||||
Commitments
and contingencies
|
|||||||
Shareholders’
equity:
|
|||||||
Preferred
stock, $0.0001 par, 5,882 shares authorized, no shares
outstanding
|
-
|
-
|
|||||
Common
stock, no par value, 100,000 shares authorized,
47,768
shares issued and 47,748 outstanding at June 30, 2005;
46,951
shares issued and 46,931 outstanding at September 30, 2004
|
391,838
|
389,750
|
|||||
Accumulated
deficit
|
(311,361
|
)
|
(302,864
|
)
|
|||
Accumulated
other comprehensive loss
|
-
|
(111
|
)
|
||||
Shareholders’
notes receivable
|
-
|
(34
|
)
|
||||
Treasury
stock, at cost; 20 shares
|
(932
|
)
|
(932
|
)
|
|||
Total
shareholders’ equity
|
79,545
|
85,809
|
|||||
Total
liabilities and shareholders’ equity
|
$
|
207,974
|
$
|
213,243
|
|||
Nine
Months Ended June 30,
|
|||||||
|
2005
|
2004
|
|||||
Cash flows from operating activities: | |||||||
Net
loss
|
$
|
(8,497
|
)
|
$
|
(2,643
|
)
|
|
Adjustments:
|
|||||||
Loss
from discontinued operations
|
-
|
2,045
|
|||||
Gain
on disposal of discontinued operations
|
(12,476
|
)
|
(19,584
|
)
|
|||
Net
cash used for operating activities of discontinued
operations
|
-
|
(4,218
|
)
|
||||
Gain
from debt extinguishment
|
-
|
(12,312
|
)
|
||||
Depreciation
and amortization
|
10,861
|
11,560
|
|||||
Provision
for doubtful accounts
|
(170
|
)
|
272
|
||||
Equity
in net loss (income) of GELcore
|
703
|
(557
|
)
|
||||
Compensatory
stock issuances
|
579
|
629
|
|||||
Reduction
of note receivable due for services received
|
390
|
390
|
|||||
Forgiveness
of shareholder notes receivable
|
34
|
-
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(6,328
|
)
|
(5,656
|
)
|
|||
Receivables,
related parties
|
(317
|
)
|
95
|
||||
Inventories
|
(2,761
|
)
|
(996
|
)
|
|||
Prepaid
and other current assets
|
941
|
338
|
|||||
Intangibles
|
(21
|
)
|
(360
|
)
|
|||
Other
assets
|
(381
|
)
|
(77
|
)
|
|||
Accounts
payable
|
(2,070
|
)
|
3,691
|
||||
Accrued
expenses
|
(1,664
|
)
|
(223
|
)
|
|||
Total
change in operating assets and liabilities
|
(12,601
|
)
|
(3,188
|
)
|
|||
Net
cash used for operating activities
|
(21,177
|
)
|
(27,606
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Cash
proceeds from disposition of discontinued operations
|
13,197
|
62,043
|
|||||
Purchase
of plant and equipment
|
(3,280
|
)
|
(3,384
|
)
|
|||
Investment
in GELcore
|
(1,470
|
)
|
-
|
||||
Investment
in associated company
|
(1,000
|
)
|
-
|
||||
Cash
purchase of business, net of cash acquired
|
(2,783
|
)
|
(2,372
|
)
|
|||
Purchase
of marketable securities
|
(11,225
|
)
|
(44,271
|
)
|
|||
Sale
of marketable securities
|
22,875
|
10,850
|
|||||
Net
cash provided by investing activities
|
16,314
|
22,866
|
|||||
Cash
flows from financing activities:
|
|||||||
Repurchase
of convertible subordinated notes
|
-
|
(10
|
)
|
||||
Payments
on capital lease obligations
|
(31
|
)
|
(55
|
)
|
|||
Proceeds
from exercise of stock options
|
503
|
2,594
|
|||||
Proceeds
from employee stock purchase plan
|
1,006
|
913
|
|||||
Convertible
debt/equity issuance costs
|
-
|
(2,500
|
)
|
||||
Net
cash provided by financing activities
|
1,478
|
942
|
|||||
Net
decrease in cash and cash equivalents
|
(3,385
|
)
|
(3,798
|
)
|
|||
Cash
and cash equivalents, beginning of period
|
19,422
|
28,439
|
|||||
Cash
and cash equivalents, end of period
|
$
|
16,037
|
$
|
24,641
|
|||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|||||||
Cash
paid during the period for interest
|
$
|
4,806
|
$
|
7,356
|
|||
Issuance
of common stock in conjunction with the subordinated debt
exchange
|
$
|
-
|
$
|
51,091
|
(in thousands, except per share data) |
For
the three months
ended
June 30,
|
For
the nine months
ended
June 30,
|
|||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Net
loss
|
$
|
(6,915
|
)
|
$
|
(12,507
|
)
|
$
|
(8,497
|
)
|
$
|
(2,643
|
)
|
|
Deduct:
Total stock based employee compensation expense determined
under fair
value based methods for all awards, net of related tax
effects
|
(788
|
)
|
(921
|
)
|
(2,132
|
)
|
(2,524
|
)
|
|||||
Pro-forma
net loss
|
$
|
(7,703
|
)
|
$
|
(13,428
|
)
|
$
|
(10,629
|
)
|
$
|
(5,167
|
)
|
|
Loss
per share:
|
|||||||||||||
Basic
and diluted share - as reported
|
$
|
(0.15
|
)
|
$
|
(0.27
|
)
|
$
|
(0.18
|
)
|
$
|
(0.06
|
)
|
|
Basic
and diluted share - pro-forma
|
$
|
(0.16
|
)
|
$
|
(0.29
|
)
|
$
|
(0.23
|
)
|
$
|
(0.12
|
)
|
|
|
|
For
the three months
ended
June 30,
|
|
For
the nine months
ended
June 30,
|
|||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Expected
dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
|||||
Expected
stock price volatility
|
106
|
%
|
111
|
%
|
106
|
%
|
111
|
%
|
|||||
Risk-free
interest rate
|
3.87
|
%
|
3.72
|
%
|
3.75
|
%
|
3.32
|
%
|
|||||
Weighted
average expected life (in years)
|
5
|
5
|
5
|
5
|
(in thousands) |
For
the three months
ended
June 30,
|
For
the nine months
ended
June 30,
|
|||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Net
loss
|
$
|
(6,915
|
)
|
$
|
(12,507
|
)
|
$
|
(8,497
|
)
|
$
|
(2,643
|
)
|
|
Other
comprehensive income:
|
|||||||||||||
Unrealized
gain
|
-
|
-
|
-
|
4
|
|||||||||
Translation
adjustment
|
-
|
-
|
111
|
(25
|
)
|
||||||||
Comprehensive
loss
|
$
|
(6,915
|
)
|
$
|
(12,507
|
)
|
$
|
(8,386
|
)
|
$
|
(2,664
|
)
|
(in
thousands)
|
||||
Fixed
asset disposals
|
$
|
360
|
||
Other
charges
|
919
|
|||
Total
restructuring charge
|
$
|
1,279
|
(in
thousands)
|
||||
Inventory
|
$
|
3,450
|
||
Fixed
assets
|
500
|
|||
Cost
investment in K2 Optronics
|
500
|
|||
Intangible
assets
|
1,900
|
|||
Accrued
expenses
|
(4,850
|
)
|
||
Total
purchase price
|
$
|
1,500
|
||
(in
thousands)
|
||||
Fiber
Optics
|
$
|
756
|
||
Photovoltaics
|
360
|
|||
Electronic
Materials and Devices
|
92
|
|||
Total
severance
|
$
|
1,208
|
||
(in
thousands)
|
||||
Beginning
balance - as of September 30, 2004
|
$
|
522
|
||
New
charges
|
1,208
|
|||
Payments
|
(1,086
|
)
|
||
Accrual
adjustments
|
7
|
|||
Ending
balance - as of June 30, 2005
|
$
|
651
|
(in
thousands)
|
As
of
June
30,
2005
|
As
of
September
30, 2004
|
|||||
Accounts
receivable
|
$
|
26,299
|
$
|
19,270
|
|||
Accounts
receivable - unbilled
|
1,441
|
2,171
|
|||||
Subtotal
|
27,740
|
21,441
|
|||||
Allowance
for doubtful accounts
|
(467
|
)
|
(666
|
)
|
|||
Total
|
$
|
27,273
|
$
|
20,775
|
(in
thousands)
|
As
of
June
30,
2005
|
As
of
September
30, 2004
|
|||||
Current
assets:
|
|||||||
GELcore
joint venture
|
$
|
195
|
$
|
215
|
|||
Velox
|
206
|
-
|
|||||
Employee
loans
|
3,000
|
-
|
|||||
Employee
loans - interest portion
|
716
|
-
|
|||||
Subtotal
|
4,117
|
215
|
|||||
Long-term
assets:
|
|||||||
Employee
loans
|
169
|
3,169
|
|||||
Employee
loans - interest portion
|
-
|
585
|
|||||
Subtotal
|
169
|
3,754
|
|||||
Total
|
$
|
4,286
|
$
|
3,969
|
(in
thousands)
|
As
of
June
30,
2005
|
As
of
September
30, 2004
|
|||||
Raw
materials
|
$
|
17,433
|
$
|
9,000
|
|||
Work-in-process
|
6,364
|
4,140
|
|||||
Finished
goods
|
6,638
|
5,754
|
|||||
Subtotal
|
30,435
|
18,894
|
|||||
Less:
reserves
|
(9,385
|
)
|
(4,055
|
)
|
|||
Total
|
$
|
21,050
|
$
|
14,839
|
|||
(in
thousands)
|
Fiber
Optics
|
Photovoltaics
|
Total
|
|||||||
Beginning
balance - as of September 30, 2004
|
$
|
13,200
|
$
|
20,384
|
$
|
33,584
|
||||
Acquisition
- earn out payment
|
583
|
-
|
583
|
|||||||
Ending
balance - as of June 30, 2005
|
$
|
13,783
|
$
|
20,384
|
$
|
34,167
|
(in thousands) |
As
of June 30, 2005
|
As
of September 30, 2004
|
|||||||||||||||||
|
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
|||||||||||||
Fiber
Optics:
|
|||||||||||||||||||
Patents
|
$
|
368
|
$
|
(117
|
)
|
$
|
251
|
$
|
360
|
$
|
(61
|
)
|
$
|
299
|
|||||
Ortel
acquired IP
|
3,274
|
(1,584
|
)
|
1,690
|
3,274
|
(1,098
|
)
|
2,176
|
|||||||||||
JDSU
acquired IP
|
1,900
|
(32
|
)
|
1,868
|
-
|
-
|
-
|
||||||||||||
Alvesta
acquired IP
|
193
|
(97
|
)
|
96
|
193
|
(68
|
)
|
125
|
|||||||||||
Molex
acquired IP
|
558
|
(195
|
)
|
363
|
558
|
(112
|
)
|
446
|
|||||||||||
Corona
acquired IP
|
1,000
|
(217
|
)
|
783
|
1,000
|
(66
|
)
|
934
|
|||||||||||
Subtotal
|
7,293
|
(2,242
|
)
|
5,051
|
5,385
|
(1,405
|
)
|
3,980
|
|||||||||||
Photovoltaics:
|
|||||||||||||||||||
Patents
|
271
|
(87
|
)
|
184
|
265
|
(49
|
)
|
216
|
|||||||||||
Tecstar
acquired IP
|
1,900
|
(1,255
|
)
|
645
|
1,900
|
(970
|
)
|
930
|
|||||||||||
Subtotal
|
2,171
|
(1,342
|
)
|
829
|
2,165
|
(1,019
|
)
|
1,146
|
|||||||||||
Electronic
Materials & Devices:
|
|||||||||||||||||||
Patents
|
243
|
(206
|
)
|
37
|
235
|
(184
|
)
|
51
|
|||||||||||
Total
|
$
|
9,707
|
$
|
(3,790
|
)
|
$
|
5,917
|
$
|
7,785
|
$
|
(2,608
|
)
|
$
|
5,177
|
(in
thousands)
|
||||
Period
ending:
|
||||
Three
months ending September 30, 2005
|
$
|
479
|
||
Year
ended September 30, 2006
|
1,902
|
|||
Year
ended September 30, 2007
|
1,503
|
|||
Year
ended September 30, 2008
|
957
|
|||
Year
ended September 30, 2009
|
616
|
|||
Thereafter
|
460
|
|||
Total
future amortization expense
|
$
|
5,917
|
||
(in
thousands)
|
As
of
June
30,
2005
|
As
of
September
30, 2004
|
|||||
Compensation-related
|
$
|
4,916
|
$
|
4,875
|
|||
Interest
|
614
|
1,814
|
|||||
Warranty
|
1,736
|
2,152
|
|||||
Professional
fees
|
632
|
1,223
|
|||||
Royalty
|
582
|
1,554
|
|||||
Acquisition-related
|
5,940
|
-
|
|||||
Self
insurance
|
698
|
1,182
|
|||||
Other
|
3,255
|
2,492
|
|||||
Total
|
$
|
18,373
|
$
|
15,292
|
(in
thousands)
|
For
the three months ended June 30, 2005
|
%
of revenue
|
For
the three months ended June 30, 2004
|
%
of revenue
|
|||||||||
Segment Revenue: | |||||||||||||
Fiber
Optics
|
$
|
21,109
|
63.5
|
%
|
$
|
11,893
|
56.0
|
%
|
|||||
Photovoltaics
|
8,807
|
26.5
|
|
6,772
|
31.9
|
|
|||||||
Electronic
Materials and Devices
|
3,318
|
10.0
|
|
2,560
|
12.1
|
|
|||||||
Total
revenues
|
$
|
33,234
|
100.0
|
%
|
$
|
21,225
|
100.0
|
%
|
|||||
(in
thousands)
|
For
the nine months ended June 30, 2005
|
%
of revenue
|
For
the nine months ended June 30, 2004
|
%
of revenue
|
|||||||||
Segment Revenue: | |||||||||||||
Fiber
Optics
|
$
|
57,828
|
63.8
|
%
|
$
|
41,542
|
61.5
|
%
|
|||||
Photovoltaics
|
24,084
|
26.6
|
|
17,411
|
25.8
|
|
|||||||
Electronic
Materials and Devices
|
8,716
|
9.6
|
|
8,577
|
12.7
|
|
|||||||
Total
revenues
|
$
|
90,628
|
100.0
|
%
|
$
|
67,530
|
100.0
|
%
|
|||||
(in
thousands)
|
For
the three months ended June 30, 2005
|
For
the three months ended June 30, 2004
|
For
the nine months ended June 30, 2005
|
For
the nine months ended June 30, 2004
|
|||||||||
Operating
loss by segment:
|
|||||||||||||
Fiber
Optics
|
$
|
(2,869
|
)
|
$
|
(8,009
|
)
|
$
|
(11,387
|
)
|
$
|
(17,901
|
)
|
|
Photovoltaics
|
(1,707
|
)
|
(2,137
|
)
|
(2,759
|
)
|
(7,109
|
)
|
|||||
Electronic
Materials and Devices
|
(185
|
)
|
(390
|
)
|
(1,077
|
)
|
340
|
||||||
Corporate
|
(471
|
)
|
(1,308
|
)
|
(2,220
|
)
|
(4,024
|
)
|
|||||
Total
operating loss
|
(5,232
|
)
|
(11,844
|
)
|
(17,443
|
)
|
(28,694
|
)
|
|||||
Other
(income) expenses:
|
|||||||||||||
Interest
expense, net
|
905
|
1,004
|
2,827
|
4,357
|
|||||||||
Gain
from debt extinguishment
|
-
|
-
|
-
|
(12,312
|
)
|
||||||||
Equity
in net loss (income) of GELcore
|
778
|
(341
|
)
|
703
|
(557
|
)
|
|||||||
Total
other expenses (income)
|
1,683
|
663
|
3,530
|
(8,512
|
)
|
||||||||
Loss
from continuing operations
|
$
|
(6,915
|
)
|
$
|
(12,507
|
)
|
$
|
(20,973
|
)
|
$
|
(20,182
|
)
|
(in
thousands)
|
As
of
June
30,
2005
|
As
of September 30, 2004
|
|||||
Long-Lived Assets: | |||||||
Fiber
Optics
|
$
|
58,007
|
$
|
59,802
|
|||
Photovoltaics
|
37,528
|
38,577
|
|||||
Electronic
Materials and Devices
|
2,652
|
5,736
|
|||||
Total
|
$
|
98,187
|
$
|
104,115
|
|||
(in
thousands)
|
For
the three months ended June 30, 2005
|
%
of revenue
|
For
the three months ended June 30, 2004
|
%
of revenue
|
|||||||||
Revenue by Geographic Region: | |||||||||||||
North
America
|
$
|
28,969
|
87.2
|
%
|
$
|
15,309
|
72.1
|
%
|
|||||
Asia
|
2,893
|
8.7
|
|
2,689
|
12.7
|
|
|||||||
Europe
|
1,372
|
4.1
|
|
3,227
|
15.2
|
|
|||||||
Total
revenue
|
$
|
33,234
|
100.0
|
%
|
$
|
21,225
|
100.0
|
%
|
|||||
(in
thousands)
|
For
the nine months ended June 30, 2005
|
%
of revenue
|
For
the nine months ended June 30, 2004
|
%
of revenue
|
|||||||||
Revenue by Geographic Region: | |||||||||||||
North
America
|
$
|
74,681
|
82.4
|
%
|
$
|
46,040
|
68.2
|
%
|
|||||
South
America
|
-
|
-
|
416
|
0.6
|
|
||||||||
Asia
|
10,915
|
12.0
|
|
12,631
|
18.7
|
|
|||||||
Europe
|
5,032
|
5.6
|
|
8,443
|
12.5
|
|
|||||||
Total
revenue
|
$
|
90,628
|
100.0
|
%
|
$
|
67,530
|
100.0
|
%
|
· |
The
ability of EMCORE Corporation (EMCORE) to remain competitive
and a leader
in its industry and the future growth of the company, the industry,
and
the economy in general;
|
· |
Difficulties
in integrating recent or future acquisitions into our
operations;
|
· |
The
expected level and timing of benefits to EMCORE from on-going
cost
reduction efforts, including (i) expected cost reductions and
their impact
on our financial performance, (ii) our continued leadership
in technology
and manufacturing in its markets, and (iii) our belief that
the cost
reduction efforts will not impact product development or manufacturing
execution;
|
· |
Expected
improvements in our product and technology development
programs;
|
· |
Whether
our products will (i) be successfully introduced or marketed,
(ii) be
qualified and purchased by our customers, or (iii) perform
to any
particular specifications or performance or reliability standards;
and/or
|
· |
Guidance
provided by EMCORE regarding our expected financial performance
in current
or future periods, including, without limitation, with respect
to
anticipated revenues, income, or cash flows for any period
in fiscal 2005
and subsequent periods.
|
· |
EMCORE’s
cost reduction efforts may not be successful in achieving their
expected
benefits, or may negatively impact our
operations;
|
· |
The
failure of our products (i) to perform as expected without
material
defects, (ii) to be manufactured at acceptable volumes, yields,
and cost,
(iii) to be qualified and accepted by our customers, and (iv)
to
successfully compete with products offered by our competitors;
and/or
|
· |
Other
risks and uncertainties described in EMCORE’s filings with the Securities
and Exchange Commission (SEC) such as: cancellations, rescheduling,
or
delays in product shipments; manufacturing capacity constraints;
lengthy
sales and qualification cycles; difficulties in the production
process;
changes in semiconductor industry growth; increased competition;
delays in
developing and commercializing new products; and other
factors.
|
(in
thousands)
|
||||
Beginning
balance - as of September 30, 2004
|
$
|
2,152
|
||
Accruals
for warranty expense
|
314
|
|||
Reversals
due to use of liability
|
(730
|
)
|
||
Ending
balance - as of June 30, 2005
|
$
|
1,736
|
||
|
|
For
the three months
ended
June 30,
|
For
the nine months
ended
June 30,
|
||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Cost
of revenue
|
79.7
|
|
98.0
|
|
84.2
|
|
90.7
|
|
|||||
Gross
profit
|
20.3
|
|
2.0
|
|
15.8
|
|
9.3
|
|
|||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
18.3
|
|
27.0
|
|
17.8
|
|
24.7
|
|
|||||
Research
and development
|
12.2
|
|
30.8
|
|
14.6
|
|
27.1
|
|
|||||
Severance
charges
|
1.7
|
|
-
|
1.3
|
|
-
|
|||||||
Restructuring
charges
|
3.8
|
|
-
|
1.4
|
|
-
|
|||||||
Total
operating expenses
|
36.0
|
|
57.8
|
|
35.1
|
|
51.8
|
|
|||||
Operating
loss
|
(15.7
|
)
|
(55.8
|
)
|
(19.3
|
)
|
(42.5
|
)
|
|||||
Other
(income) expenses:
|
|||||||||||||
Interest
income
|
(0.9
|
)
|
(1.0
|
)
|
(0.9
|
)
|
(0.8
|
)
|
|||||
Interest
expense
|
3.6
|
|
5.7
|
|
4.0
|
|
7.3
|
|
|||||
Gain
from debt extinguishment
|
-
|
-
|
-
|
(18.2
|
)
|
||||||||
Equity
in net loss (income) of GELcore
|
2.4
|
|
(1.6
|
)
|
0.8
|
|
(0.8
|
)
|
|||||
Total
other expenses (income)
|
5.1
|
|
3.1
|
|
3.9
|
|
(12.6
|
)
|
|||||
Loss
from continuing operations
|
(20.8
|
)
|
(58.9
|
)
|
(23.2
|
)
|
(29.9
|
)
|
|||||
Discontinued
operations:
|
|||||||||||||
Loss
from discontinued operations
|
-
|
-
|
-
|
(3.0
|
)
|
||||||||
Gain
on disposal of discontinued operations
|
-
|
-
|
13.8
|
|
29.0
|
|
|||||||
Income
from discontinued operations
|
-
|
-
|
13.8
|
|
26.0
|
|
|||||||
Net
loss
|
(20.8
|
)%
|
(58.9
|
)%
|
(9.4
|
)%
|
(3.9
|
)%
|
(in
thousands)
|
||||
Fixed
asset disposals
|
$
|
360
|
||
Other
charges
|
919
|
|||
Total
restructuring charge
|
$
|
1,279
|
(in
thousands)
|
For
the nine months ended June
30,
|
|||||||||
2005
|
2004
|
Favorable
(Unfavorable)
|
|
|||||||
Loss
from continuing operations
|
$
|
(20,973
|
)
|
$
|
(20,182
|
)
|
$
|
(791
|
)
|
|
Adjustments
(non cash items):
|
||||||||||
Depreciation
|
10,861
|
11,560
|
(699
|
)
|
||||||
Gain
from debt extinguishment
|
-
|
(12,312
|
)
|
12,312
|
||||||
Other
non-cash items
|
1,536
|
734
|
802
|
|||||||
Cash
used in operations, net of working capital and discontinued
operations
charges
|
(8,576
|
)
|
(20,200
|
)
|
11,624
|
|||||
Other
adjustments:
|
||||||||||
Changes
in working capital
|
(12,601
|
)
|
(3,188
|
)
|
(9,413
|
)
|
||||
Discontinued
operations
|
-
|
(4,218
|
)
|
4,218
|
||||||
Cash
used in operations
|
$
|
(21,177
|
)
|
$
|
(27,606
|
)
|
$
|
6,429
|
||
•
|
Divestiture
— The sale of the TurboDisc business generated $62.0 million
in cash in
fiscal 2004. In addition to the initial cash payment, EMCORE
will also
receive in either cash or stock, 50% of all revenues from
the TurboDisc
capital equipment business that exceed $40.0 million in each
of the next
two years, beginning January 1, 2004. Net sales of TurboDisc
products for
the 12 months ended December 31, 2004, amounted to $66.3
million resulting
in an earn-out of $13.2 million for year one of the two-year
earn-out
agreement.
|
•
|
Capital
expenditures — Capital expenditures decreased to $3.3 million from $3.4
million.
|
•
|
Acquisitions
— On May 27, 2005, EMCORE acquired the CATV and RF over fiber
specialty
businesses from JDS Uniphase Corporation (JDSU) for an initial
$1.5
million in cash and a deferred payment, payable in quarterly
installments,
associated with EMCORE’s quarterly usage of the acquired JDSU inventory.
|
•
|
Marketable
securities — For the nine months ended June 30, 2005, EMCORE’s net
investment in marketable securities decreased by $11.7 million
in order to
fund acquisitions and operations. In the prior year, EMCORE’s net
investment in marketable securities increased by $33.4 million
in order to
take advantage of higher interest bearing instruments.
|
•
|
Investment
in GELcore —EMCORE’s
invested approximately $1.5 million in its GELcore joint
venture during
the three months ended June 30,
2005.
|
•
|
Investment
in K2 — In October 2004, EMCORE invested $1.0 million in K2 Optronics,
Inc., a California-based company specializing in the design
and
manufacture of external cavity lasers, to strengthen its
partnership in
designing next-generation long wavelength components for
the CATV and FTTP
markets. EMCORE does not exercise significant influence over
financial and
operating policies. As part of the JDSU acquisition, EMCORE
received an
additional $0.5 million equity interest in K2 Optronics,
Inc. in the form
of Series C Preferred Stock.
|
Exhibit
No.
|
Description
|
Certificate
of Chief Executive Officer, pursuant to Securities Exchange Act
Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to § 302 of the
Sarbanes-Oxley Act of 2002, dated August 9, 2005.
|
|
Certificate
of Chief Financial Officer, pursuant to Securities Exchange Act
Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to §302
of the Sarbanes-Oxley Act of 2002, dated August 9, 2005.
|
|
Certificate
of Chief Executive Officer, pursuant to 18 U.S.C. § 1350, as Adopted
Pursuant to § 906 of the Sarbanes-Oxley Act of 2002, dated August 9,
2005.
|
|
Certificate
of Chief Financial Officer, pursuant to 18 U.S.C. § 1350, as Adopted
Pursuant to § 906 of the Sarbanes-Oxley Act of 2002, dated August 9,
2005.
|
EMCORE
CORPORATION
|
|
Date: August
9, 2005
|
By:
/s/ Reuben F. Richards, Jr.
|
Reuben
F. Richards, Jr.
President
& Chief Executive Officer
(Principal
Executive Officer)
|
|
Date: August
9, 2005
|
By:
/s/ Thomas G. Werthan
|
Thomas
G. Werthan
Executive
Vice President & Chief Financial Officer
(Principal
Accounting and Financial
Officer)
|
Exhibit
No.
|
Description
|
Certificate
of Chief Executive Officer, pursuant to Securities Exchange
Act Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to § 302 of the
Sarbanes-Oxley Act of 2002, dated August 9, 2005.
|
|
Certificate
of Chief Financial Officer, pursuant to Securities Exchange
Act Rules
13a-14(a) and 15d-14(a), as Adopted Pursuant to §302
of the Sarbanes-Oxley Act of 2002, dated August 9, 2005.
|
|
Certificate
of Chief Executive Officer, pursuant to 18 U.S.C. § 1350, as Adopted
Pursuant to § 906 of the Sarbanes-Oxley Act of 2002, dated August
9,
2005.
|
|
Certificate
of Chief Financial Officer, pursuant to 18 U.S.C. § 1350, as Adopted
Pursuant to § 906 of the Sarbanes-Oxley Act of 2002, dated August
9,
2005.
|
1. | I have reviewed this Quarterly Report on Form 10-Q of EMCORE Corporation ("Report"); |
2. |
Based
on my knowledge, this Report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
Report;
|
3. |
Based
on my knowledge, the financial statements, and other financial information
included in this Report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
Report;
|
4. |
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
a) |
Designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under
our
supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this Report is
being
prepared;
|
b) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this Report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this Report based on such evaluation;
and
|
c) |
Disclosed
in this Report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a) |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 9, 2005 | By: | /s/ Reuben F. Richards, Jr. |
|
||
Reuben F. Richards, Jr. | ||
President
and CEO
|
1. |
I
have reviewed this Quarterly Report
on Form 10-Q
of EMCORE Corporation ("Report");
|
2. |
Based
on my knowledge, this Report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
Report;
|
3. |
Based
on my knowledge, the financial statements, and other financial
information
included in this Report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
Report;
|
4. |
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant
and have:
|
a) |
Designed
such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under
our
supervision,
to ensure that material information relating to the registrant,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this Report is
being
prepared;
|
b) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this Report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this Report based on such evaluation;
and
|
c) |
Disclosed
in this Report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a) |
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 9, 2005 | By: | /s/ Thomas G. Werthan |
|
||
Thomas G. Werthan | ||
Chief Financial Officer |
Date: August 9, 2005 | By: | /s/ Reuben F. Richards, Jr. |
|
||
Reuben F. Richards, Jr. | ||
President & CEO |
Date: August 9, 2005 | By: | /s/ Thomas G. Werthan |
|
||
Thomas G. Werthan | ||
Chief Financial Officer |