Three
Months Ended
March
31,
|
Six
Months Ended
March
31,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
|
|||||||||||||
Revenue
|
$
|
41,162
|
$
|
30,430
|
$
|
81,053
|
$
|
57,394
|
|||||
Cost
of revenue
|
32,473
|
24,901
|
65,528
|
49,790
|
|||||||||
Gross
profit
|
8,689
|
5,529
|
15,525
|
7,604
|
|||||||||
|
|||||||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
11,001
|
5,127
|
18,264
|
10,687
|
|||||||||
Research
and development
|
4,964
|
4,069
|
9,398
|
9,128
|
|||||||||
Total
operating expenses
|
15,965
|
9,196
|
27,662
|
19,815
|
|||||||||
Operating
loss
|
(7,276
|
)
|
(3,667
|
)
|
(12,137
|
)
|
(12,211
|
)
|
|||||
|
|||||||||||||
Other
(income) expenses:
|
|||||||||||||
Interest
income
|
(246
|
)
|
(249
|
)
|
(576
|
)
|
(482
|
)
|
|||||
Interest
expense
|
1,359
|
1,202
|
2,656
|
2,404
|
|||||||||
Loss
from convertible subordinated notes exchange
offer
|
-
|
-
|
1,078
|
-
|
|||||||||
Equity
in net loss of Velox investment
|
150
|
-
|
332
|
-
|
|||||||||
Equity
in net loss (income) of GELcore investment
|
397
|
297
|
(150
|
)
|
(75
|
)
|
|||||||
Total
other expenses
|
1,660
|
1,250
|
3,340
|
1,847
|
|||||||||
Loss
from continuing operations
|
(8,936
|
)
|
(4,917
|
)
|
(15,477
|
)
|
(14,058
|
)
|
|||||
|
|||||||||||||
Discontinued
operations:
|
|||||||||||||
Gain
on disposal of discontinued operations
|
2,012
|
12,476
|
2,012
|
12,476
|
|||||||||
Income
from discontinued operations
|
2,012
|
12,476
|
2,012
|
12,476
|
|||||||||
|
|||||||||||||
Net
(loss) income
|
$
|
(6,924
|
)
|
$
|
7,559
|
$
|
(13,465
|
)
|
$
|
(1,582
|
)
|
||
|
|||||||||||||
Per
share data:
|
|||||||||||||
Basic
and diluted per share data:
|
|||||||||||||
Loss
from continuing operations
|
$
|
(0.18
|
)
|
$
|
(0.10
|
)
|
$
|
(0.32
|
)
|
$
|
(0.30
|
)
|
|
Income
from discontinued operations
|
0.04
|
0.26
|
0.04
|
0.27
|
|||||||||
|
|||||||||||||
Net
(loss) income
|
$
|
(0.14
|
)
|
$
|
0.16
|
$
|
(0.28
|
)
|
$
|
(0.03
|
)
|
||
|
|||||||||||||
Weighted
average number of shares outstanding
used
in basic and diluted per share calculations
|
49,410
|
47,265
|
48,789
|
47,128
|
|||||||||
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
23,048
|
$
|
19,525
|
|||
Restricted
cash
|
698
|
547
|
|||||
Marketable
securities
|
10,150
|
20,650
|
|||||
Accounts
receivable, net
|
24,707
|
22,633
|
|||||
Receivables,
related parties
|
276
|
4,197
|
|||||
Inventory,
net
|
22,166
|
18,348
|
|||||
Prepaid
expenses and other current assets
|
3,145
|
3,638
|
|||||
Total
current assets
|
84,190
|
89,538
|
|||||
|
|||||||
Property,
plant and equipment, net
|
57,378
|
56,957
|
|||||
Goodwill
|
40,424
|
34,643
|
|||||
Intangible
assets, net
|
7,741
|
5,347
|
|||||
Investments
in unconsolidated affiliates
|
12,517
|
12,698
|
|||||
Receivables,
related parties
|
169
|
169
|
|||||
Other
assets, net
|
5,364
|
6,935
|
|||||
|
|||||||
Total
assets
|
$
|
207,783
|
$
|
206,287
|
|||
|
|||||||
LIABILITIES
and SHAREHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
16,492
|
$
|
15,587
|
|||
Accrued
expenses and other current liabilities
|
17,333
|
19,078
|
|||||
Notes
payable, current portion
|
407
|
-
|
|||||
Convertible
subordinated notes, current portion
|
1,350
|
1,350
|
|||||
Total
current liabilities
|
35,582
|
36,015
|
|||||
|
|||||||
Notes
payable, long-term
|
394
|
-
|
|||||
Convertible
subordinated notes, long-term
|
95,846
|
94,709
|
|||||
Total
liabilities
|
131,822
|
130,724
|
|||||
|
|||||||
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,
50,453
shares issued and 50,294 shares outstanding at March 31,
2006;
48,023
shares issued and 48,003 shares outstanding at September 30,
2005
|
407,480
|
392,466
|
|||||
Accumulated
deficit
|
(329,436
|
)
|
(315,971
|
)
|
|||
Treasury
stock, at cost
159
shares at March 31, 2006; 20 shares at September 30, 2005
|
(2,083
|
)
|
(932
|
)
|
|||
Total
shareholders’ equity
|
75,961
|
75,563
|
|||||
|
|||||||
Total
liabilities and shareholders’ equity
|
$
|
207,783
|
$
|
206,287
|
|||
|
Six
Months Ended March 31,
|
||||||
|
2006
|
2005
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(13,465
|
)
|
$
|
(1,582
|
)
|
|
Adjustments
to reconcile net loss to net cash used for
operating activities:
|
|||||||
Gain
on disposal of discontinued operations
|
(2,012
|
)
|
(12,476
|
)
|
|||
Stock-based
compensation expense
|
2,063
|
-
|
|||||
Depreciation
and amortization expense
|
6,810
|
7,275
|
|||||
Accretion
of loss from convertible subordinated notes exchange
offer
|
67
|
-
|
|||||
Loss
on convertible subordinated notes exchange offer
|
1,078
|
-
|
|||||
Provision
for doubtful accounts
|
3
|
(170
|
)
|
||||
Equity
in net loss (income) of equity method
investments
|
182
|
(75
|
)
|
||||
Compensatory
stock issuances
|
369
|
361
|
|||||
Forgiveness
of shareholders’ notes receivable
|
2,613
|
34
|
|||||
Reduction
of note receivable due for services received
|
260
|
260
|
|||||
Total
non-cash adjustments
|
11,433
|
(4,791
|
)
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(1,401
|
)
|
(3,961
|
)
|
|||
Receivables,
related parties
|
157
|
(67
|
)
|
||||
Inventory
|
(3,157
|
)
|
(1,560
|
)
|
|||
Prepaid
expenses and other current assets
|
532
|
135
|
|||||
Other
assets
|
(461
|
)
|
(204
|
)
|
|||
Accounts
payable
|
(210
|
)
|
(2,406
|
)
|
|||
Accrued
expenses and other current liabilities
|
(4,177
|
)
|
(1,711
|
)
|
|||
Total
change in operating assets and liabilities
|
(8,717
|
)
|
(9,774
|
)
|
|||
Net
cash used for operating activities
|
(10,749
|
)
|
(16,147
|
)
|
|||
|
|||||||
Cash
flows from investing activities:
|
|||||||
Purchase
of plant and equipment
|
(2,755
|
)
|
(2,442
|
)
|
|||
Proceeds
from (investment in) K2 Optronics
|
500
|
(1,000
|
)
|
||||
Cash
purchase of businesses, net of cash acquired
|
610
|
(1,283
|
)
|
||||
Purchase
of marketable securities
|
(350
|
)
|
(8,325
|
)
|
|||
Funding
of restricted cash
|
(98
|
)
|
-
|
||||
Sale
of marketable securities
|
10,850
|
20,025
|
|||||
Net
cash provided by investing activities
|
8,757
|
20,172
|
|||||
|
|||||||
Cash
flows from financing activities:
|
|||||||
Payments
on debt obligations
|
(82
|
)
|
(25
|
)
|
|||
Proceeds
from exercise of stock options
|
5,385
|
133
|
|||||
Proceeds
from employee stock purchase plan
|
326
|
494
|
|||||
Convertible
debt/equity issuance costs
|
(114
|
)
|
-
|
||||
Net
cash provided by financing activities
|
5,515
|
602
|
|||||
|
|||||||
Net
increase in cash and cash equivalents
|
3,523
|
4,627
|
|||||
Cash
and cash equivalents, beginning of period
|
19,525
|
19,422
|
|||||
Cash
and cash equivalents, end of period
|
$
|
23,048
|
$
|
24,049
|
|||
|
|||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW
INFORMATION
|
|||||||
Cash
paid during the period for interest
|
$
|
2,580
|
$
|
2,404
|
|||
Issuance
of common stock in conjunction with
acquisitions
|
$
|
6,460
|
$
|
-
|
|||
|
|||||||
NON-CASH
INVESTING AND FINANCING
ACTIVITIES
|
|||||||
Acquisition
of property and equipment under capital
leases
|
$
|
126
|
$
|
-
|
|||
Manufacturing
equipment received in lieu of earn-out proceeds from
disposition of
discontinued operations
|
$ | 2,012 | $ | - | |||
|
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual Life
(in
years)
|
|
Aggregate
Intrinsic Value
(in
thousands)
|
|
|||||||
Outstanding
as of September 30, 2005
|
6,166,226
|
$
|
4.16
|
||||||||||
Granted
|
1,528,957
|
7.68
|
|||||||||||
Exercised
|
(1,319,597
|
)
|
4.08
|
||||||||||
Cancelled
|
(113,024
|
)
|
3.20
|
||||||||||
|
|||||||||||||
Outstanding
as of March 31, 2006
|
6,262,562
|
$
|
5.05
|
7.58
|
$
|
34,921
|
|||||||
Exercisable
as of March 31, 2006
|
2,198,568
|
$
|
5.80
|
5.09
|
$
|
12,371
|
|||||||
Non-vested
as of March 31, 2006
|
4,063,994
|
$
|
4.65
|
8.92
|
$
|
22,550
|
Exercise
Price
|
|
|
Options
Outstanding
|
|
|
Weighted
Average Remaining
Contractual
Life (in years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|||
<$1
|
|
|
1,920
|
|
|
1.68
|
|
$
|
0.23
|
|
>$1
to <$5
|
|
|
3,827,889
|
|
|
7.60
|
|
|
2.69
|
|
>$5
to <$10
|
|
|
2,204,413
|
|
|
7.92
|
|
|
7.41
|
|
>$10
|
|
|
228,340
|
|
|
4.09
|
|
|
21.97
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
6,262,562
|
|
|
7.58
|
|
$
|
5.05
|
|
Exercise
Price
|
|
|
Options
Exercisable
|
|
|
Weighted
Average Remaining
Contractual
Life (in years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|||
<$1
|
|
|
1,920
|
1.68
|
|
$
|
0.23
|
|
||
>$1
to <$5
|
|
|
1,246,815
|
5.95
|
|
|
2.16
|
|
||
>$5
to <$10
|
|
|
723,493
|
3.95
|
|
|
6.98
|
|
||
>$10
|
|
|
226,340
|
4.04
|
|
|
22.07
|
|
||
|
|
|
|
|
|
|||||
|
|
|
2,198,568
|
5.09
|
|
$
|
5.80
|
|
|
Number
of Shares
|
|||
|
||||
Amount
of shares reserved for the ESPP
|
2,000,000
|
|||
|
||||
Number
of shares issued in December 2000 for calendar year 2000
|
(16,534
|
)
|
||
Number
of shares issued in December 2001 for calendar year 2001
|
(48,279
|
)
|
||
Number
of shares issued in December 2002 for calendar year 2002
|
(89,180
|
)
|
||
Number
of shares issued in December 2003 for calendar year 2003
|
(244,166
|
)
|
||
Number
of shares issued in June 2004 for first half of calendar
year
2004
|
(166,507
|
)
|
||
Number
of shares issued in December 2004 for second half of calendar
year
2004
|
(167,546
|
)
|
||
Number
of shares issued in June 2005 for first half of calendar
year
2005
|
(174,169
|
)
|
||
Number
of shares issued in December 2005 for second half of calendar
year
2005
|
(93,619
|
)
|
||
|
||||
Remaining
shares reserved for the ESPP as of March 31, 2006
|
1,000,000
|
|
Number
of Shares
|
|||
|
||||
For
exercise of outstanding warrants to purchase common stock
|
31,535
|
|||
For
exercise of outstanding common stock options
|
6,262,562
|
|||
For
conversion of subordinated notes
|
12,340,436
|
|||
For
future issuances to employees under the ESPP plan
|
1,000,000
|
|||
For
future common stock option awards
|
1,536,239
|
|||
|
||||
Total
reserved
|
21,170,772
|
|||
(in thousands,
except per share amounts)
|
Three
Months Ended
March
31, 2005
|
Six
Months
Ended
March
31, 2005
|
|||||
|
|||||||
Reported
net income (loss)
|
$
|
7,559
|
$
|
(1,582
|
)
|
||
Less:
|
|||||||
Pro
forma stock-based compensation expense determined under
the fair value
based method, net of tax
|
(721
|
)
|
(1,344
|
)
|
|||
|
|||||||
Pro
forma net income (loss)
|
$
|
6,838
|
$
|
(2,926
|
)
|
||
Reported
net income (loss) per basic and diluted share
|
$
|
0.16
|
$
|
(0.03
|
)
|
||
Pro
forma net income (loss) loss per basic and diluted share
|
$
|
0.14
|
$
|
(0.06
|
)
|
||
(in thousands,
except per share amounts)
|
Three
Months Ended
March
31, 2006
|
Six
Months
Ended
March
31, 2006
|
|||||
|
|||||||
Stock-based
compensation expense by award type:
|
|||||||
Employee
stock options
|
$
|
(645
|
)
|
$
|
(1,653
|
)
|
|
Employee
stock purchase plan
|
(288
|
)
|
(410
|
)
|
|||
Total
stock-based compensation expense
|
$
|
(933
|
)
|
$
|
(2,063
|
)
|
|
Net
effect on net loss per basic and diluted share
|
$
|
(0.02
|
)
|
$
|
(0.04
|
)
|
|
Stock-Based
Compensation Expense by Segment
For
the three months ended March 31, 2006
(in
thousands)
|
COGS
|
SG&A
|
R&D
|
Total
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
86
|
$
|
431
|
$
|
177
|
$
|
694
|
|||||
Photovoltaics
|
9
|
167
|
17
|
193
|
|||||||||
Electronic
Materials and Devices
|
(24
|
)
|
54
|
16
|
46
|
||||||||
Total
stock-based compensation expense
|
$
|
71
|
$
|
652
|
$
|
210
|
$
|
933
|
Stock-Based
Compensation Expense by Segment
For
the six months ended March 31, 2006
(in
thousands)
|
COGS
|
SG&A
|
R&D
|
Total
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
292
|
$
|
757
|
$
|
422
|
$
|
1,471
|
|||||
Photovoltaics
|
73
|
292
|
45
|
410
|
|||||||||
Electronic
Materials and Devices
|
51
|
87
|
44
|
182
|
|||||||||
Total
stock-based compensation expense
|
$
|
416
|
$
|
1,136
|
$
|
511
|
$
|
2,063
|
Three
Months Ended
March
31,
|
Six
Months Ended
March
31,
|
||||||||||||
Stock
Option Plans
|
2006
|
2005
|
2006
|
2005
|
|||||||||
|
|||||||||||||
Expected
dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
0
|
%
|
|||||
Expected
stock price volatility
|
97-98
|
%
|
107
|
%
|
97-99
|
%
|
107
|
%
|
|||||
Risk-free
interest rate
|
4.74
|
%
|
3.89
|
%
|
4.67
|
%
|
3.69
|
%
|
|||||
Expected
term (in years)
|
5
|
5
|
5
|
5
|
Accounts
Receivable, net
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Accounts
receivable
|
$
|
23,003
|
$
|
21,721
|
|||
Accounts
receivable - unbilled
|
2,042
|
1,240
|
|||||
Subtotal
|
25,045
|
22,961
|
|||||
Allowance
for doubtful accounts
|
(338
|
)
|
(328
|
)
|
|||
|
|||||||
Total
|
$
|
24,707
|
$
|
22,633
|
Receivables,
Related Parties
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Current
assets:
|
|||||||
GELcore-related
|
$
|
190
|
$
|
185
|
|||
Velox-related
|
86
|
249
|
|||||
Employee
loans
|
-
|
3,000
|
|||||
Employee
loans - interest portion
|
-
|
763
|
|||||
Subtotal
|
276
|
4,197
|
|||||
|
|||||||
Long-term
assets:
|
|||||||
Employee
loans
|
169
|
169
|
|||||
Total
|
$
|
445
|
$
|
4,366
|
|||
Inventory,
net
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Raw
materials
|
$
|
16,732
|
$
|
15,482
|
|||
Work-in-process
|
4,069
|
5,101
|
|||||
Finished
goods
|
7,928
|
5,911
|
|||||
Subtotal
|
28,729
|
26,494
|
|||||
|
|||||||
Less:
reserves
|
(6,563
|
)
|
(8,146
|
)
|
|||
Total
|
$
|
22,166
|
$
|
18,348
|
Property,
Plant and Equipment, net
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Land
|
$
|
1,502
|
$
|
1,502
|
|||
Building
and improvements
|
39,977
|
37,944
|
|||||
Equipment
|
70,153
|
71,854
|
|||||
Furniture
and fixtures
|
5,481
|
5,002
|
|||||
Leasehold
improvements
|
2,756
|
2,935
|
|||||
Construction
in progress
|
7,745
|
3,390
|
|||||
Property
and equipment under capital lease
|
932
|
466
|
|||||
Subtotal
|
128,546
|
123,093
|
|||||
Less:
accumulated depreciation and amortization
|
(71,168
|
)
|
(66,136
|
)
|
|||
Total
|
$
|
57,378
|
$
|
56,957
|
(in
thousands)
|
Fiber
Optics
|
Photovoltaics
|
Total
|
|||||||
|
||||||||||
Balance
as of September 30, 2005
|
$
|
14,259
|
$
|
20,384
|
$
|
34,643
|
||||
Acquisition
- Force Inc.
|
800
|
-
|
800
|
|||||||
Acquisition
- K2 Optronics
|
4,750
|
-
|
4,750
|
|||||||
Acquisition
- Earn out payments
|
231
|
-
|
231
|
|||||||
Balance
as of March 31, 2006
|
$
|
20,040
|
$
|
20,384
|
$
|
40,424
|
(in
thousands)
|
As
of March 31, 2006
|
As
of September 30, 2005
|
|||||||||||||||||
|
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
|||||||||||||
|
|||||||||||||||||||
Fiber
Optics:
|
|||||||||||||||||||
Patents
|
$
|
456
|
$
|
(168
|
)
|
$
|
288
|
$
|
368
|
$
|
(136
|
)
|
$
|
232
|
|||||
Ortel
acquired IP
|
3,274
|
(2,070
|
)
|
1,204
|
3,274
|
(1,746
|
)
|
1,528
|
|||||||||||
JDSU
acquired IP
|
1,650
|
(275
|
)
|
1,375
|
1,650
|
(110
|
)
|
1,540
|
|||||||||||
Alvesta
acquired IP
|
193
|
(129
|
)
|
64
|
193
|
(107
|
)
|
86
|
|||||||||||
Molex
acquired IP
|
558
|
(279
|
)
|
279
|
558
|
(223
|
)
|
335
|
|||||||||||
Corona
acquired IP
|
1000
|
(367
|
)
|
633
|
1,000
|
(267
|
)
|
733
|
|||||||||||
Phasebridge
acquired IP
|
700
|
(65
|
)
|
635
|
-
|
-
|
-
|
||||||||||||
Force
acquired IP
|
1,200
|
(86
|
)
|
1,114
|
-
|
-
|
-
|
||||||||||||
K2
Optronics acquired IP
|
1,500
|
(66
|
)
|
1,434
|
-
|
-
|
-
|
||||||||||||
Subtotal
|
10,531
|
(3,505
|
)
|
7,026
|
7,043
|
(2,589
|
)
|
4,454
|
|||||||||||
|
|||||||||||||||||||
Photovoltaics:
|
|||||||||||||||||||
Patents
|
326
|
(127
|
)
|
199
|
271
|
(101
|
)
|
170
|
|||||||||||
Tecstar
acquired IP
|
1,900
|
(1,566
|
)
|
334
|
1,900
|
(1,350
|
)
|
550
|
|||||||||||
Subtotal
|
2,226
|
(1,693
|
)
|
533
|
2,171
|
(1,451
|
)
|
720
|
|||||||||||
|
|||||||||||||||||||
Electronic
Materials & Devices:
|
|||||||||||||||||||
Patents
|
424
|
(242
|
)
|
182
|
390
|
(217
|
)
|
173
|
|||||||||||
Total
|
$
|
13,181
|
$
|
(5,440
|
)
|
$
|
7,741
|
$
|
9,604
|
$
|
(4,257
|
)
|
$
|
5,347
|
Amortization
Expense
(in
thousands)
|
||||
|
||||
Period
ending:
|
||||
6-month
period ended September 30, 2006
|
$
|
1,343
|
||
Year
ended September 30, 2007
|
2,288
|
|||
Year
ended September 30, 2008
|
1,620
|
|||
Year
ended September 30, 2009
|
1,219
|
|||
Year
ended September 30, 2010
|
1,010
|
|||
Thereafter
|
261
|
|||
Total
future amortization expense
|
$
|
7,741
|
Accrued
Expenses and Other Current Liabilities
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Compensation-related
|
$
|
5,490
|
$
|
4,974
|
|||
Interest
|
1,865
|
1,814
|
|||||
Warranty
|
1,441
|
1,268
|
|||||
Deferred
revenue and customer deposits
|
2,286
|
1,539
|
|||||
Professional
fees
|
616
|
1,082
|
|||||
Royalty
|
408
|
551
|
|||||
Acquisition-related
|
3,465
|
5,006
|
|||||
Self
insurance
|
825
|
646
|
|||||
Other
|
937
|
2,198
|
|||||
Total
|
$
|
17,333
|
$
|
19,078
|
Warranty
Reserve
(in
thousands)
|
||||
|
||||
Balance
as of October 1, 2005
|
$
|
1,268
|
||
Accruals
for warranty expense
|
369
|
|||
Reversals
due to use or expiration of liability
|
(196
|
)
|
||
Balance
as of March 31, 2006
|
$
|
1,441
|
Revenues
by Segment
(in
thousands)
|
Three
months ended
March
31, 2006
|
Three
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
25,852
|
62.8
|
%
|
$
|
19,030
|
62.6
|
%
|
|||||
Photovoltaics
|
10,263
|
24.9
|
7,829
|
25.7
|
|||||||||
Electronic
Materials and Devices
|
5,047
|
12.3
|
3,571
|
11.7
|
|||||||||
Total
revenues
|
$
|
41,162
|
100.0
|
%
|
$
|
30,430
|
100.0
|
%
|
Revenues
by Segment
(in
thousands)
|
Six
months ended
March
31, 2006
|
Six
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
50,858
|
62.7
|
%
|
$
|
36,719
|
64.0
|
%
|
|||||
Photovoltaics
|
20,987
|
25.9
|
15,277
|
26.6
|
|||||||||
Electronic
Materials and Devices
|
9,208
|
11.4
|
5,398
|
9.4
|
|||||||||
Total
revenues
|
$
|
81,053
|
100.0
|
%
|
$
|
57,394
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
Three
months ended
March
31, 2006
|
Three
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
North
America
|
$
|
34,133
|
82.9
|
%
|
$
|
25,013
|
82.2
|
%
|
|||||
South
America and Asia
|
5,570
|
13.5
|
3,696
|
12.1
|
|||||||||
Europe
|
1,459
|
3.6
|
1,721
|
5.7
|
|||||||||
Total
revenues
|
$
|
41,162
|
100.0
|
%
|
$
|
30,430
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
Six
months ended
March
31, 2006
|
Six
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
North
America
|
$
|
68,071
|
84.0
|
%
|
$
|
45,712
|
79.6
|
%
|
|||||
South
America and Asia
|
10,938
|
13.5
|
8,022
|
14.0
|
|||||||||
Europe
|
2,044
|
2.5
|
3,660
|
6.4
|
|||||||||
Total
revenues
|
$
|
81,053
|
100.0
|
%
|
$
|
57,394
|
100.0
|
%
|
Operating
Loss by Segment
(in thousands)
|
|
Three
Months Ended
March
31,
|
|
Six Months
Ended
March
31,
|
|||||||||
|
2006
|
2005
|
2006
|
2005
|
|||||||||
|
|||||||||||||
Operating
loss (income) by segment:
|
|||||||||||||
Fiber
Optics
|
$
|
4,728
|
$
|
3,282
|
$
|
7,434
|
$
|
8,518
|
|||||
Photovoltaics
|
1,837
|
(6
|
)
|
3,448
|
1,052
|
||||||||
Electronic
Materials and Devices
|
711
|
391
|
1,255
|
2,641
|
|||||||||
Operating
loss
|
7,276
|
3,667
|
12,137
|
12,211
|
|||||||||
Other
(income) expenses:
|
|||||||||||||
Interest
expense
|
1,113
|
953
|
2,080
|
1,922
|
|||||||||
Loss
from convertible subordinated notes
exchange
offer
|
-
|
-
|
1,078
|
-
|
|||||||||
Equity
in net loss of Velox investment
|
150
|
-
|
332
|
-
|
|||||||||
Equity
in net loss (income) of GELcore investment
|
397
|
297
|
(150
|
)
|
(75
|
)
|
|||||||
Total
other expenses
|
1,660
|
1,250
|
3,340
|
1,847
|
|||||||||
|
|||||||||||||
Loss
from continuing operations
|
$
|
8,936
|
$
|
4,917
|
$
|
15,477
|
$
|
14,058
|
Long-Lived
Assets
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Fiber
Optics
|
$
|
62,525
|
$
|
56,261
|
|||
Photovoltaics
|
39,001
|
37,861
|
|||||
Electronic
Materials and Devices
|
4,017
|
2,825
|
|||||
Total
|
$
|
105,543
|
$
|
96,947
|
Revenues
by Segment
(in
thousands)
|
Three
months ended
March
31, 2006
|
Three
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
25,852
|
62.8
|
%
|
$
|
19,030
|
62.6
|
%
|
|||||
Photovoltaics
|
10,263
|
24.9
|
7,829
|
25.7
|
|||||||||
Electronic
Materials and Devices
|
5,047
|
12.3
|
3,571
|
11.7
|
|||||||||
Total
revenues
|
$
|
41,162
|
100.0
|
%
|
$
|
30,430
|
100.0
|
%
|
Revenues
by Segment
(in
thousands)
|
Six
months ended
March
31, 2006
|
Six
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
50,858
|
62.7
|
%
|
$
|
36,719
|
64.0
|
%
|
|||||
Photovoltaics
|
20,987
|
25.9
|
15,277
|
26.6
|
|||||||||
Electronic
Materials and Devices
|
9,208
|
11.4
|
5,398
|
9.4
|
|||||||||
Total
revenues
|
$
|
81,053
|
100.0
|
%
|
$
|
57,394
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
Three
months ended
March
31, 2006
|
Three
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
North
America
|
$
|
34,133
|
82.9
|
%
|
$
|
25,013
|
82.2
|
%
|
|||||
South
America and Asia
|
5,570
|
13.5
|
3,696
|
12.1
|
|||||||||
Europe
|
1,459
|
3.6
|
1,721
|
5.7
|
|||||||||
Total
revenues
|
$
|
41,162
|
100.0
|
%
|
$
|
30,430
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
Six
months ended
March
31, 2006
|
Six
months ended
March
31, 2005
|
|||||||||||
|
Revenue
|
%
of Revenue
|
Revenue
|
%
of Revenue
|
|||||||||
|
|||||||||||||
North
America
|
$
|
68,071
|
84.0
|
%
|
$
|
45,712
|
79.6
|
%
|
|||||
South
America and Asia
|
10,938
|
13.5
|
8,022
|
14.0
|
|||||||||
Europe
|
2,044
|
2.5
|
3,660
|
6.4
|
|||||||||
Total
revenues
|
$
|
81,053
|
100.0
|
%
|
$
|
57,394
|
100.0
|
%
|
Operating
Loss by Segment
(in thousands)
|
|
Three
Months Ended
March
31,
|
|
Six Months
Ended
March
31,
|
|||||||||
|
2006
|
2005
|
2006
|
2005
|
|||||||||
|
|||||||||||||
Operating
loss (income) by segment:
|
|||||||||||||
Fiber
Optics
|
$
|
4,728
|
$
|
3,282
|
$
|
7,434
|
$
|
8,518
|
|||||
Photovoltaics
|
1,837
|
(6
|
)
|
3,448
|
1,052
|
||||||||
Electronic
Materials and Devices
|
711
|
391
|
1,255
|
2,641
|
|||||||||
Operating
loss
|
7,276
|
3,667
|
12,137
|
12,211
|
|||||||||
Other
(income) expenses:
|
|||||||||||||
Interest
expense
|
1,113
|
953
|
2,080
|
1,922
|
|||||||||
Loss
from convertible subordinated notes
exchange
offer
|
-
|
-
|
1,078
|
-
|
|||||||||
Equity
in net loss of Velox investment
|
150
|
-
|
332
|
-
|
|||||||||
Equity
in net loss (income) of GELcore investment
|
397
|
297
|
(150
|
)
|
(75
|
)
|
|||||||
Total
other expenses
|
1,660
|
1,250
|
3,340
|
1,847
|
|||||||||
|
|||||||||||||
Loss
from continuing operations
|
$
|
8,936
|
$
|
4,917
|
$
|
15,477
|
$
|
14,058
|
Long-Lived
Assets
(in
thousands)
|
As
of
March
31,
2006
|
As
of
September
30,
2005
|
|||||
|
|||||||
Fiber
Optics
|
$
|
62,525
|
$
|
56,261
|
|||
Photovoltaics
|
39,001
|
37,861
|
|||||
Electronic
Materials and Devices
|
4,017
|
2,825
|
|||||
Total
|
$
|
105,543
|
$
|
96,947
|
Stock-Based
Compensation Expense by Segment
For
the three months ended March 31, 2006
(in
thousands)
|
COGS
|
SG&A
|
R&D
|
Total
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
86
|
$
|
431
|
$
|
177
|
$
|
694
|
|||||
Photovoltaics
|
9
|
167
|
17
|
193
|
|||||||||
Electronic
Materials and Devices
|
(24
|
)
|
54
|
16
|
46
|
||||||||
Total
stock-based compensation expense
|
$
|
71
|
$
|
652
|
$
|
210
|
$
|
933
|
Stock-Based
Compensation Expense by Segment
For
the six months ended March 31, 2006
(in
thousands)
|
COGS
|
SG&A
|
R&D
|
Total
|
|||||||||
|
|||||||||||||
Fiber
Optics
|
$
|
292
|
$
|
757
|
$
|
422
|
$
|
1,471
|
|||||
Photovoltaics
|
73
|
292
|
45
|
410
|
|||||||||
Electronic
Materials and Devices
|
51
|
87
|
44
|
182
|
|||||||||
Total
stock-based compensation expense
|
$
|
416
|
$
|
1,136
|
$
|
511
|
$
|
2,063
|
Three
Months Ended
March
31,
|
Six
Months Ended
March
31,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
|
|||||||||||||
Revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Cost
of revenue
|
78.9
|
81.8
|
80.9
|
86.8
|
|||||||||
Gross
profit
|
21.1
|
18.2
|
19.1
|
13.2
|
|||||||||
|
|||||||||||||
Operating
expenses:
|
|||||||||||||
Selling,
general and administrative
|
26.7
|
16.8
|
22.5
|
18.6
|
|||||||||
Research
and development
|
12.1
|
13.4
|
11.6
|
15.9
|
|||||||||
Total
operating expenses
|
38.8
|
30.2
|
34.1
|
34.5
|
|||||||||
Operating
loss
|
(17.7
|
)
|
(12.0
|
)
|
(15.0
|
)
|
(21.3
|
)
|
|||||
|
|||||||||||||
Other
(income) expenses:
|
|||||||||||||
Interest
income
|
(0.6
|
)
|
(0.8
|
)
|
(0.7
|
)
|
(0.8
|
)
|
|||||
Interest
expense
|
3.2
|
3.9
|
3.3
|
4.1
|
|||||||||
Loss
from convertible subordinated notes exchange
offer
|
-
|
-
|
1.3
|
-
|
|||||||||
Equity
in net loss of Velox investment
|
0.4
|
-
|
0.4
|
-
|
|||||||||
Equity
in net loss (income) of GELcore investment
|
1.0
|
1.0
|
(0.2
|
)
|
(0.1
|
)
|
|||||||
Total
other expenses
|
4.0
|
4.1
|
4.1
|
3.2
|
|||||||||
Loss
from continuing operations
|
(21.7
|
)
|
(16.1
|
)
|
(19.1
|
)
|
(24.5
|
)
|
|||||
|
|||||||||||||
Discontinued
operations:
|
|||||||||||||
Gain
on disposal of discontinued operations
|
4.9
|
40.9
|
2.5
|
21.7
|
|||||||||
Income
from discontinued operations
|
4.9
|
40.9
|
2.5
|
21.7
|
|||||||||
|
|||||||||||||
Net
(loss) income
|
(16.8
|
)%
|
24.8
|
%
|
(16.6
|
)%
|
(2.8
|
)%
|
FY06
SG&A Increase
(in
thousands)
|
Three
months ended
March
31, 2006
|
Six
months
ended
March
31, 2006
|
|||||
|
|||||||
Related-party
loan forgiveness
|
$
|
2,683
|
$
|
2,683
|
|||
SFAS
123(R) stock-based compensation
|
652
|
1,136
|
|||||
Acquisitions-related
|
437
|
437
|
|||||
Additional
other SG&A expenses
|
2,102
|
3,321
|
|||||
Total
|
$
|
5,874
|
$
|
7,577
|
FY06
R&D Increase
(in
thousands)
|
Three
months ended
March
31, 2006
|
Six
months
ended
March
31, 2006
|
|||||
|
|||||||
SFAS
123(R) stock-based compensation
|
$
|
210
|
$
|
511
|
|||
Acquisitions-related
|
708
|
708
|
|||||
Reduction
of other R&D expenses
|
(23
|
)
|
(949
|
)
|
|||
Total
|
$
|
895
|
$
|
270
|
Nominee
|
Number
of Shares For
|
Withheld
Authority
|
John
Gillen
|
40,709,226
|
1,719,808
|
Tom
Werthan
|
40,890,423
|
1,538,611
|
Number
of Shares For
|
Number
of Shares Against
|
Abstain
|
42,030,501
|
363,299
|
35,234
|
Number
of Shares For
|
Number
of Shares Against
|
Abstain
|
22,204,036
|
7,089,647
|
718,496
|
Number
of Shares For
|
Number
of Shares Against
|
Abstain
|
28,669,345
|
629,928
|
712,906
|
Exhibit
No.
|
Description
|
2.1
|
Merger
Agreement, dated January 12, 2006, by and among K2 Optronics, Inc.,
EMCORE
Corporation, and EMCORE Optoelectronics Acquisition Corp. (incorporated
by
reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed
on January 19, 2006).
|
10.1†
|
2000
Stock Option Plan, as amended and restated on February 13, 2006
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K filed on February 17, 2006).
|
10.2†
|
2000
Employee Stock Purchase Plan, as amended and restated on February
13, 2006
(incorporated by reference to Exhibit 10.2 to Registrant’s Current Report
on Form 8-K filed on February 17, 2006).
|
10.3†
|
Outside
Directors Cash Compensation Plan, as amended and restated on
February 13,
2006 (incorporated by reference to Exhibit 10.3 to Registrant’s Current
Report on Form 8-K filed on February 17, 2006).
|
10.4†
|
Agreement
regarding forgiveness of promissory note with Chief Executive Officer
(incorporated by reference to Registrant’s Current Report on Form 8-K
filed on March 1, 2006 and to Registrant’s Current Report on Form 8-K/A
filed on March 6, 2006). |
Certification
by Chief Executive Officer pursuant to Rule 13a-14(a) under the
Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Financial Officer pursuant to Rule 13a-14(a) under the
Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
EMCORE
CORPORATION
|
|
Date: May
10, 2006
|
By:
/s/ Reuben F. Richards, Jr.
|
Reuben
F. Richards, Jr.
President
& Chief Executive Officer
(Principal
Executive Officer)
|
|
Date: May
10, 2006
|
By:
/s/ Thomas G. Werthan
|
Thomas
G. Werthan
Executive
Vice President & Chief Financial Officer
(Principal
Accounting and Financial
Officer)
|
Exhibit
No.
|
Description
|
2.1
|
Merger
Agreement, dated January 12, 2006, by and among K2 Optronics,
Inc., EMCORE
Corporation, and EMCORE Optoelectronics Acquisition Corp.
(incorporated by
reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed
on January 19, 2006).
|
10.1†
|
2000
Stock Option Plan, as amended and restated on February
13, 2006
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K filed on February 17, 2006).
|
10.2†
|
2000
Employee Stock Purchase Plan, as amended and restated on
February 13, 2006
(incorporated by reference to Exhibit 10.2 to Registrant’s Current Report
on Form 8-K filed on February 17, 2006).
|
10.3†
|
Outside
Directors Cash Compensation Plan, as amended and restated
on February 13,
2006 (incorporated by reference to Exhibit 10.3 to Registrant’s Current
Report on Form 8-K filed on February 17, 2006).
|
10.4†
|
Agreement
regarding forgiveness of promissory note with Chief Executive
Officer
(incorporated by reference to Registrant’s Current Report on Form 8-K
filed on March 1, 2006 and to Registrant’s Current Report on Form 8-K/A
filed on March 6, 2006). |
Certification
by Chief Executive Officer pursuant to Rule 13a-14(a) under
the Securities
Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Financial Officer pursuant to Rule 13a-14(a) under
the Securities
Exchange Act of 1934, as adopted pursuant to Section 302
of the
Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
Certification
by Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
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
|
|
d)
|
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: May
10, 2006
|
By:
|
/s/
Reuben F. Richards, Jr.
|
|
Reuben
F. Richards, Jr.
|
|
|
President
and CEO
|
|
|
(Principal
Executive Officer)
|
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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) 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)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
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
|
|
d)
|
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:
May 10, 2006
|
By:
|
/s/
Thomas G. Werthan
|
|
Thomas
G. Werthan
|
|
|
Executive
Vice President & Chief Financial Officer
|
|
|
(Principal
Financial and Accounting
Officer)
|
1) |
The
Report fully complies with the requirements of Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934; and
|
2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
|
|
|
Date:
May 10, 2006
|
By:
|
/s/
Reuben F. Richards, Jr.
|
|
||
|
Reuben
F. Richards, Jr.
|
|
|
President
& CEO
|
|
|
(Principal
Executive Officer)
|
1) |
The
Report fully complies with the requirements of Section 13(a) or
15(d) of
the Securities Exchange Act of 1934; and
|
2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
the
Company.
|
Date:
May 10, 2006
|
By:
|
/s/
Thomas G. Werthan
|
|
||
|
Thomas
G. Werthan
|
|
|
Executive
Vice President & Chief Financial Officer
|
|
|
(Principal
Financial and Accounting
Officer)
|