|
|
Three
Months Ended
June
30,
|
|
Nine
Months Ended
June
30,
|
|
||||||||
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
$
|
41,954
|
$
|
33,234
|
|
$
|
123,007
|
$
|
90,628
|
|
||
Cost
of revenue
|
|
|
33,336
|
|
26,503
|
|
|
98,864
|
|
76,293
|
|
||
Gross
profit
|
|
|
8,618
|
|
6,731
|
|
|
24,143
|
|
14,335
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
||||
Selling,
general and administrative
|
|
|
8,182
|
|
7,902
|
|
|
26,445
|
|
18,589
|
|
||
Research
and development
|
|
|
5,152
|
|
4,061
|
|
|
14,550
|
|
13,189
|
|
||
Total
operating expenses
|
|
|
13,334
|
|
11,963
|
|
|
40,995
|
|
31,778
|
|
||
Operating
loss
|
|
|
(4,716
|
)
|
|
(5,232
|
)
|
|
(16,852
|
)
|
|
(17,443
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Other
(income) expenses:
|
|
|
|
|
|
|
|
|
|
||||
Interest
income
|
|
|
(263
|
)
|
|
(297
|
)
|
|
(838
|
)
|
|
(779
|
)
|
Interest
expense
|
|
|
1,331
|
|
1,202
|
|
|
3,987
|
|
3,606
|
|
||
Loss
from convertible subordinated notes
exchange
offer
|
|
|
-
|
|
-
|
|
|
1,078
|
|
-
|
|
||
Equity
in net loss of Velox investment
|
|
|
-
|
|
-
|
|
|
332
|
|
-
|
|
||
Equity
in net loss (income) of GELcore
investment
|
|
|
129
|
|
778
|
|
|
(21
|
)
|
|
703
|
||
Total
other expenses
|
|
|
1,197
|
|
1,683
|
|
|
4,538
|
|
3,530
|
|||
Loss
from continuing operations
|
|
|
(5,913
|
)
|
|
(6,915
|
)
|
|
(21,390
|
)
|
|
(20,973
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Discontinued
operations:
|
|
|
|
|
|
|
|
|
|
||||
Gain
on disposal of discontinued operations
|
|
|
-
|
|
-
|
|
|
2,012
|
|
12,476
|
|
||
Income
from discontinued operations
|
|
|
-
|
|
-
|
|
|
2,012
|
|
12,476
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Net
loss
|
|
$
|
(5,913
|
)
|
$
|
(6,915
|
)
|
$
|
(19,378
|
)
|
$
|
(8,497
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Per
share data:
|
|
|
|
|
|
|
|
|
|
||||
Basic
and diluted per share data:
|
|
|
|
|
|
|
|
|
|
||||
Loss
from continuing operations
|
|
$
|
(0.12
|
)
|
$
|
(0.15
|
)
|
$
|
(0.43
|
)
|
$
|
(0.44
|
)
|
Income
from discontinued operations
|
|
|
-
|
|
-
|
|
|
0.04
|
|
0.26
|
|
||
|
|
|
|
|
|
|
|
|
|
||||
Net
loss
|
|
$
|
(0.12
|
)
|
$
|
(0.15
|
)
|
$
|
(0.39
|
)
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted
average number of shares outstanding
used
in basic and diluted per share calculations
|
|
|
50,430
|
|
47,426
|
|
|
49,336
|
|
47,228
|
|
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
16,138
|
|
$
|
19,525
|
|
Restricted
cash
|
|
|
1,303
|
|
|
547
|
|
Marketable
securities
|
|
|
7,900
|
|
|
20,650
|
|
Accounts
receivable, net
|
|
|
27,388
|
|
|
22,633
|
|
Receivables,
related parties
|
|
|
482
|
|
|
4,197
|
|
Inventory,
net
|
|
|
24,940
|
|
|
18,348
|
|
Prepaid
expenses and other current assets
|
|
|
3,224
|
|
|
3,638
|
|
Total
current assets
|
|
|
81,375
|
|
|
89,538
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
|
56,997
|
|
|
56,957
|
|
Goodwill
|
|
|
40,476
|
|
|
34,643
|
|
Intangible
assets, net
|
|
|
6,624
|
|
|
5,347
|
|
Investments
in unconsolidated affiliates
|
|
|
12,388
|
|
|
12,698
|
|
Receivables,
related parties
|
|
|
169
|
|
|
169
|
|
Other
assets, net
|
|
|
5,526
|
|
|
6,935
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
203,555
|
|
$
|
206,287
|
|
|
|
|
|
|
|
|
|
LIABILITIES
and SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
20,692
|
$
|
15,587
|
|
|
Accrued
expenses and other current liabilities
|
|
|
13,540
|
|
19,078
|
|
|
Notes
payable, current portion
|
|
|
430
|
|
-
|
|
|
Convertible
subordinated notes, current portion
|
|
|
-
|
|
1,350
|
|
|
Total
current liabilities
|
|
|
34,662
|
|
36,015
|
|
|
|
|
|
|
|
|
||
Notes
payable, long-term
|
|
|
277
|
|
-
|
|
|
Convertible
subordinated notes, long-term
|
|
|
95,895
|
|
94,709
|
|
|
Total
liabilities
|
|
|
130,834
|
|
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, 50,805
shares
issued and 50,646 shares outstanding at June 30, 2006;
48,023
shares issued and 48,003 shares outstanding at September 30,
2005
|
|
|
410,153
|
|
392,466
|
|
|
Accumulated
deficit
|
|
|
(335,349
|
)
|
|
(315,971
|
)
|
Treasury
stock, at cost
159
shares at June 30, 2006; 20 shares at September 30, 2005
|
|
|
(2,083
|
)
|
|
(932
|
)
|
Total
shareholders’ equity
|
|
|
72,721
|
|
75,563
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and shareholders’ equity
|
|
$
|
203,555
|
|
$
|
206,287
|
|
|
|
Nine
Months Ended
June
30,
|
|||||
|
|
|
2006
|
|
|
2005
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(19,378
|
)
|
$
|
(8,497
|
)
|
Adjustments
to reconcile net loss to net cash used for operating
activities:
|
|
|
|
|
|||
Gain
on disposal of discontinued operations
|
|
|
(2,012
|
)
|
|
(12,476
|
)
|
Stock
option compensation expense
|
|
|
3,086
|
|
-
|
||
Depreciation
and amortization expense
|
|
|
10,297
|
|
10,861
|
||
Accretion
of loss from convertible subordinated notes exchange offer
|
|
|
116
|
|
-
|
||
Loss
on convertible subordinated notes exchange offer
|
|
|
1,078
|
|
-
|
||
Provision
for doubtful accounts
|
|
|
56
|
|
(170
|
)
|
|
Equity
in net (income) loss of GELcore
|
|
|
(21
|
)
|
|
703
|
|
Equity
in net loss of Velox
|
332
|
-
|
|||||
Compensatory
stock issuances
|
|
|
591
|
|
579
|
||
Forgiveness
of shareholders’ notes receivable
|
|
|
2,613
|
|
34
|
||
Reduction
of note receivable due for services received
|
|
|
390
|
|
390
|
||
Total
non-cash adjustments
|
|
|
16,526
|
|
(79
|
)
|
|
Changes
in operating assets and liabilities:
|
|
|
|
||||
Accounts
receivable
|
|
|
(4,072
|
)
|
|
(6,328
|
)
|
Receivables,
related parties
|
|
|
(49
|
)
|
|
(317
|
)
|
Inventory
|
|
|
(5,931
|
)
|
|
(2,761
|
)
|
Prepaid
expenses and other current assets
|
|
|
389
|
|
941
|
||
Other
assets
|
|
|
(928
|
)
|
|
(402
|
)
|
Accounts
payable
|
|
|
3,320
|
|
(2,070
|
)
|
|
Accrued
expenses and other current liabilities
|
|
|
(7,904
|
)
|
|
(1,664
|
)
|
Total
change in operating assets and liabilities
|
|
|
(15,175
|
)
|
|
(12,601
|
)
|
Net
cash used for operating activities
|
|
|
(18,027
|
)
|
|
(21,177
|
)
|
|
|
|
|
||||
Cash
flows from investing activities:
|
|
|
|
||||
Cash
proceeds from disposition of discontinued operations
|
|
|
-
|
|
13,197
|
||
Investment
in GELcore
|
|
|
-
|
|
(1,470
|
)
|
|
Purchase
of plant and equipment
|
|
|
(4,008
|
)
|
|
(3,280
|
)
|
Proceeds
from (investment in) K2 Optronics
|
|
|
500
|
|
|
(1,000
|
)
|
Cash
purchase of businesses, net of cash acquired
|
|
|
610
|
|
|
(2,783
|
)
|
Purchase
of marketable securities
|
|
|
(350
|
)
|
|
(11,225
|
)
|
Funding
of restricted cash
|
|
|
(703
|
)
|
|
-
|
|
Sale
of marketable securities
|
|
|
13,100
|
|
22,875
|
||
Net
cash provided by investing activities
|
|
|
9,149
|
|
16,314
|
||
|
|
|
|
||||
Cash
flows from financing activities:
|
|
|
|
||||
Payments
on debt obligations
|
|
|
(176
|
)
|
|
(31
|
)
|
Proceeds
from exercise of stock options
|
|
|
6,023
|
|
503
|
||
Proceeds
from employee stock purchase plan
|
|
|
1,108
|
|
1,006
|
||
Convertible
debt/equity issuance costs
|
|
|
(114
|
)
|
|
-
|
|
Principal
payment on convertible debt obligation
|
(1,350
|
)
|
-
|
||||
Net
cash provided by financing activities
|
|
|
5,491
|
|
|
1,478
|
|
|
|
|
|
|
|||
Net
decrease in cash and cash equivalents
|
|
|
(3,387
|
)
|
|
(3,385
|
)
|
Cash
and cash equivalents, beginning of period
|
|
|
19,525
|
|
|
19,422
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
$
|
16,138
|
|
$
|
16,037
|
|
|
|
|
|
|
|
||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||
Cash
paid during the period for interest
|
|
$
|
5,067
|
|
$
|
4,806
|
|
|
|
|
|
|
|
|
|
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
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
Net
decrease in liabilities for purchase of plant and
equipment
|
$
|
670
|
$
|
-
|
|||
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
|
|
|
1,740,707
|
7.93
|
|
|
|
|
|
||||
Exercised
|
|
|
(1,524,542
|
)
|
3.95
|
|
|
|
|
|
|||
Cancelled
|
|
|
(222,409
|
)
|
|
3.46
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|||||
Outstanding
as of June 30, 2006
|
|
|
6,159,982
|
$
|
5.30
|
|
|
7.46
|
|
$
|
29,345
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable
as of June 30, 2006
|
|
|
2,408,896
|
$
|
5.53
|
|
|
5.36
|
|
$
|
12,629
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-vested
as of June 30, 2006
|
|
|
3,751,086
|
$
|
5.16
|
|
|
8.81
|
|
$
|
16,716
|
|
Exercise
Price
|
|
|
Options
Outstanding
|
|
|
Weighted
Average Remaining
Contractual
Life (in years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
<$1
|
|
|
1,920
|
1.43
|
$0.23
|
|
||||
>$1
to <$5
|
|
|
3,572,590
|
7.39
|
2.70
|
|
||||
>$5
to <$10
|
|
|
2,332,582
|
7.92
|
7.60
|
|
||||
>$10
|
|
|
252,890
|
4.42
|
20.88
|
|
||||
|
|
|
|
|||||||
|
|
|
6,159,982
|
7.46
|
$5.30
|
|
Exercise
Price
|
|
|
Options
Exercisable
|
|
|
Weighted
Average Remaining
Contractual
Life (in years)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
<$1
|
|
|
1,920
|
1.43
|
$0.23
|
|
||||
>$1
to <$5
|
|
|
1,504,644
|
6.34
|
2.37
|
|
||||
>$5
to <$10
|
|
|
675,992
|
3.73
|
7.03
|
|
||||
>$10
|
|
|
226,340
|
3.79
|
22.07
|
|
||||
|
|
|
|
|||||||
|
|
|
2,408,896
|
5.36
|
$5.53
|
|
|
|
|
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
|
)
|
||
Number
of shares issued in June 2006 for first half of calendar year
2006
|
|
|
(123,857
|
)
|
|
|
|
|
|
Remaining
shares reserved for the ESPP as of June 30, 2006
|
|
|
876,143
|
|
|
|
|
Number
of Shares
|
|
|
|
|
|
|
For
exercise of outstanding warrants to purchase common stock
|
|
|
31,535
|
|
For
exercise of outstanding common stock options
|
|
|
6,159,982
|
|
For
conversion of subordinated notes
|
|
|
12,016,930
|
|
For
future issuances to employees under the ESPP plan
|
|
|
876,143
|
|
For
future common stock option awards
|
|
|
1,433,874
|
|
|
|
|
|
|
Total
reserved
|
|
|
20,518,464
|
|
(in thousands,
except per share amounts)
|
|
|
Three
Months Ended
June
30, 2005
|
|
|
Nine
Months
Ended
June
30, 2005
|
|
|
|
|
|
|
|
||
Reported
net loss
|
|
$
|
(6,915
|
)
|
$
|
(8,497
|
)
|
Less:
|
|
|
|
|
|
|
|
Pro
forma stock-based compensation expense determined under the fair
value
based method, net of tax
|
|
|
(788
|
)
|
|
(2,132
|
)
|
|
|
|
|
|
|
|
|
Pro
forma net loss
|
|
$
|
(7,703
|
)
|
$
|
(10,629
|
)
|
|
|
|
|
|
|
|
|
Reported
net loss per basic and diluted share
|
|
$
|
(0.15
|
)
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
Pro
forma net loss per basic and diluted share
|
|
$
|
(0.16
|
)
|
$
|
(0.23
|
)
|
(in thousands,
except per share amounts)
|
|
|
Three
Months Ended
June
30, 2006
|
|
|
Nine
Months
Ended
June
30, 2006
|
|
|
|
|
|
|
|
||
Stock-based
compensation expense by award type:
|
|
|
|
|
|
|
|
Employee
stock options
|
|
$
|
(904
|
)
|
$
|
(2,557
|
)
|
Employee
stock purchase plan
|
|
|
(119
|
)
|
|
(529
|
)
|
|
|
|
|
||||
Total
stock-based compensation expense
|
|
$
|
(1,023
|
)
|
$
|
(3,086
|
)
|
|
|
|
|
||||
Net
effect on net loss per basic and diluted share
|
|
$
|
(0.02
|
)
|
$
|
(0.06
|
)
|
Stock-Based
Compensation Expense by Segment
For
the three months ended June 30, 2006
(in
thousands)
|
|
|
COGS
|
|
|
SG&A
|
|
|
R&D
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
202
|
|
$
|
257
|
|
$
|
255
|
|
$
|
714
|
|
Photovoltaics
|
|
|
52
|
117
|
44
|
213
|
|
||||||
Electronic
Materials and Devices
|
|
|
41
|
28
|
27
|
96
|
|
||||||
Total
stock-based compensation expense
|
|
$
|
295
|
|
$
|
402
|
|
$
|
326
|
|
$
|
1,023
|
|
Stock-Based
Compensation Expense by Segment
For
the nine months ended June 30, 2006
(in
thousands)
|
|
|
COGS
|
|
|
SG&A
|
|
|
R&D
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
494
|
|
$
|
1,014
|
|
$
|
677
|
|
$
|
2,185
|
|
Photovoltaics
|
125
|
409
|
89
|
623
|
|
||||||||
Electronic
Materials and Devices
|
92
|
115
|
71
|
278
|
|
||||||||
Total
stock-based compensation expense
|
|
$
|
711
|
|
$
|
1,538
|
|
$
|
837
|
|
$
|
3,086
|
|
Stock
Option Plans
|
|
Three
Months Ended
June
30,
|
|
Nine
Months Ended
June
30,
|
|
||||||||
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Expected
dividend yield
|
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Expected
stock price volatility
|
|
|
97
|
%
|
|
106
|
%
|
|
97
|
%
|
|
106
|
%
|
Risk-free
interest rate
|
|
|
4.7
|
%
|
|
3.9
|
%
|
|
4.7
|
%
|
|
3.8
|
%
|
Expected
term (in years)
|
|
|
6
|
|
|
5
|
|
|
6
|
|
|
5
|
|
Accounts
Receivable, net
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
$
|
25,977
|
|
$
|
21,721
|
|
Accounts
receivable - unbilled
|
|
|
1,732
|
|
|
1,240
|
|
Subtotal
|
|
|
27,709
|
|
|
22,961
|
|
Allowance
for doubtful accounts
|
|
|
(321
|
)
|
|
(328
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,388
|
|
$
|
22,633
|
|
Receivables,
Related Parties
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
GELcore-related
|
|
$
|
200
|
|
$
|
185
|
|
Velox-related
|
|
|
282
|
|
|
249
|
|
Employee
loans
|
|
|
-
|
|
|
3,000
|
|
Employee
loans - interest portion
|
|
|
-
|
|
|
763
|
|
Subtotal
|
|
|
482
|
|
|
4,197
|
|
|
|
|
|
|
|
||
Long-term
assets:
|
|
|
|
|
|
|
|
Employee
loans
|
|
|
169
|
|
|
169
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
651
|
|
$
|
4,366
|
|
Inventory,
net
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$
|
18,430
|
$
|
15,482
|
|
|
Work-in-process
|
|
|
4,323
|
|
5,101
|
|
|
Finished
goods
|
|
|
8,930
|
|
5,911
|
|
|
Subtotal
|
|
|
31,683
|
|
26,494
|
|
|
|
|
|
|
|
|||
Less:
reserves
|
|
|
(6,743
|
)
|
|
(8,146
|
)
|
|
|
|
|
|
|
||
Total
|
|
$
|
24,940
|
$
|
18,348
|
|
Property,
Plant and Equipment, net
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
1,502
|
$
|
1,502
|
|
|
Building
and improvements
|
|
|
39,730
|
|
37,944
|
|
|
Equipment
|
|
|
71,844
|
|
71,854
|
|
|
Furniture
and fixtures
|
|
|
5,639
|
|
5,002
|
|
|
Leasehold
improvements
|
|
|
3,170
|
|
2,935
|
|
|
Construction
in progress
|
|
|
8,618
|
|
3,390
|
|
|
Property
and equipment under capital lease
|
|
|
466
|
|
466
|
|
|
Subtotal
|
|
|
130,969
|
|
123,093
|
|
|
|
|
|
|
|
|
||
Less:
accumulated depreciation and amortization
|
|
|
(73,972
|
)
|
|
(66,136
|
)
|
|
|
|
|
|
|
||
Total
|
|
$
|
56,997
|
$
|
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
- JDSU CATV purchase price adjustment
|
20
|
-
|
20
|
|||||||
Acquisition
- K2 Optronics
|
|
|
4,750
|
|
|
-
|
|
|
4,750
|
|
Acquisition
- Earn out payments
|
|
|
263
|
|
|
-
|
|
|
263
|
|
|
|
|
|
|
|
|
|
|
||
Balance
as of June 30, 2006
|
|
$
|
20,092
|
|
$
|
20,384
|
|
$
|
40,476
|
|
(in
thousands)
|
|
As
of June 30, 2006
|
As
of September 30, 2005
|
||||||||||||||||
|
|
|
Gross
Assets
|
|
|
Accumulated
Amortization
|
|
|
Net
Assets
|
|
|
Gross
Assets
|
|
|
Accumulated
Amortization
|
|
|
Net
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiber
Optics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patents
|
|
$
|
495
|
|
$
|
(192)
|
$
|
303
|
|
$
|
368
|
|
$
|
(136)
|
$
|
232
|
|
||
Ortel
acquired IP
|
|
|
3,274
|
|
|
(2,232)
|
|
1,042
|
|
|
3,274
|
|
|
(1,746)
|
|
1,528
|
|
||
JDSU
acquired IP
|
|
|
1,040
|
|
|
(264)
|
|
776
|
|
|
1,650
|
|
|
(110)
|
|
1,540
|
|
||
Alvesta
acquired IP
|
|
|
193
|
|
|
(138)
|
|
55
|
|
|
193
|
|
|
(107)
|
|
86
|
|
||
Molex
acquired IP
|
|
|
558
|
|
|
(307)
|
|
251
|
|
|
558
|
|
|
(223)
|
|
335
|
|
||
Corona
acquired IP
|
|
|
1,000
|
|
|
(417)
|
|
583
|
|
|
1,000
|
|
|
(267)
|
|
733
|
|
||
Phasebridge
acquired IP
|
|
|
700
|
|
|
(108)
|
|
592
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Force
acquired IP
|
|
|
1,200
|
|
|
(161)
|
|
1,039
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
K2
Optronics acquired IP
|
|
|
1,500
|
|
|
(141)
|
|
1,359
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
Subtotal
|
|
|
9,960
|
|
|
(3,960)
|
|
6,000
|
|
|
7,043
|
|
|
(2,589)
|
|
4,454
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Photovoltaics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents
|
|
|
352
|
|
|
(144)
|
|
208
|
|
|
271
|
|
|
(101)
|
|
170
|
|
||
Tecstar
acquired IP
|
|
|
1,900
|
|
|
(1,663)
|
|
237
|
|
|
1,900
|
|
|
(1,350)
|
|
550
|
|
||
Subtotal
|
|
|
2,252
|
|
|
(1,807)
|
|
445
|
|
|
2,171
|
|
|
(1,451)
|
|
720
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Electronic
Materials & Devices:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents
|
|
|
433
|
|
|
(254)
|
|
179
|
|
|
390
|
|
|
(217)
|
|
173
|
|
||
Total
|
|
$
|
12,645
|
|
$
|
(6,021)
|
$
|
6,624
|
|
$
|
9,604
|
|
$
|
(4,257)
|
$
|
5,347
|
|
Amortization
Expense
(in
thousands)
|
|
|
|
|
|
|
|
|
|
Period
ending:
|
|
|
|
|
3-month
period ended September 30, 2006
|
|
$
|
644
|
|
Year
ended September 30, 2007
|
|
|
2,174
|
|
Year
ended September 30, 2008
|
|
|
1,505
|
|
Year
ended September 30, 2009
|
|
|
1,104
|
|
Year
ended September 30, 2010
|
|
|
855
|
|
Thereafter
|
|
|
342
|
|
Total
future amortization expense
|
|
$
|
6,624
|
|
Accrued
Expenses and Other Current Liabilities
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Compensation-related
|
|
$
|
4,909
|
|
$
|
4,974
|
|
Interest
|
|
|
619
|
|
|
1,814
|
|
Warranty
|
|
|
1,072
|
|
|
1,268
|
|
Deferred
revenue and customer deposits
|
|
|
697
|
|
|
1,539
|
|
Professional
fees
|
|
|
671
|
|
|
1,082
|
|
Royalty
|
|
|
475
|
|
|
551
|
|
Acquisition-related
|
|
|
2,351
|
|
|
5,006
|
|
Self
insurance
|
|
|
817
|
|
|
646
|
|
Other
|
|
|
1,929
|
|
|
2,198
|
|
Total
|
|
$
|
13,540
|
|
$
|
19,078
|
|
Warranty
Reserve
(in
thousands)
|
|
|
|
|
|
|
|
|
|
Balance
as of October 1, 2005
|
|
$
|
1,268
|
|
Accruals
for warranty expense
|
|
|
192
|
|
Reversals
due to use or expiration of liability
|
|
|
(388
|
)
|
Balance
as of June 30, 2006
|
|
$
|
1,072
|
|
Revenues
by Segment
(in
thousands)
|
|
Three
months ended
June
30, 2006
|
Three
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
25,968
|
|
|
61.9
|
%
|
$
|
21,109
|
|
63.5
|
%
|
|
Photovoltaics
|
|
|
10,354
|
|
|
24.7
|
|
|
8,807
|
|
26.5
|
|
|
Electronic
Materials and Devices
|
|
|
5,632
|
|
|
13.4
|
|
|
3,318
|
|
10.0
|
|
|
Total
revenues
|
|
$
|
41,954
|
|
|
100.0
|
%
|
$
|
33,234
|
|
100.0
|
%
|
Revenues
by Segment
(in
thousands)
|
|
Nine
months ended
June
30, 2006
|
Nine
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
76,825
|
|
|
62.5
|
%
|
$
|
57,828
|
|
|
63.8
|
%
|
Photovoltaics
|
|
|
31,342
|
|
|
25.5
|
|
|
24,084
|
|
|
26.6
|
|
Electronic
Materials and Devices
|
|
|
14,840
|
|
|
12.0
|
|
|
8,716
|
|
|
9.6
|
|
Total
revenues
|
|
$
|
123,007
|
|
|
100.0
|
%
|
$
|
90,628
|
|
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
|
Three
months ended
June
30, 2006
|
Three
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
North
America
|
|
$
|
32,201
|
|
76.8
|
%
|
$
|
28,969
|
|
87.2
|
%
|
||
South
America, Africa and Asia
|
|
|
8,573
|
|
20.4
|
|
|
2,893
|
|
8.7
|
|
||
Europe
|
|
|
1,180
|
|
2.8
|
|
|
1,372
|
|
4.1
|
|
||
Total
revenues
|
|
$
|
41,954
|
|
100.0
|
%
|
$
|
33,234
|
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
|
Nine
months ended
June
30, 2006
|
Nine
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
North
America
|
|
$
|
100,272
|
|
|
81.5
|
%
|
$
|
74,681
|
|
82.4
|
%
|
|
South
America, Africa and Asia
|
|
|
19,517
|
|
|
15.9
|
|
|
10,915
|
|
12.0
|
|
|
Europe
|
|
|
3,218
|
|
|
2.6
|
|
|
5,032
|
|
5.6
|
|
|
Total
revenues
|
|
$
|
123,007
|
|
|
100
|
%
|
$
|
90,628
|
|
100.0
|
%
|
Operating
Loss by Segment
(in thousands)
|
|
Three
Months Ended
June
30,
|
|
Nine Months
Ended
June
30,
|
|
||||||||
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating
(loss) income by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiber
Optics
|
|
$
|
(3,733
|
)
|
$
|
(2,869
|
)
|
$
|
(11,166
|
)
|
$
|
(11,387
|
)
|
Photovoltaics
|
|
|
(1,037
|
)
|
|
(1,707
|
)
|
|
(4,485
|
)
|
|
(2,759
|
)
|
Electronic
Materials and Devices
|
|
|
54
|
|
(656
|
)
|
|
(1,201
|
)
|
|
(3,297
|
)
|
|
Operating
loss
|
|
|
(4,716
|
)
|
|
(5,232
|
)
|
|
(16,852
|
)
|
|
(17,443
|
)
|
|
|
|
|
|
|
|
|
||||||
Other
(income) expenses:
|
|
|
|
|
|
|
|
||||||
Interest
expense
|
|
|
1,068
|
|
|
905
|
|
3,149
|
|
2,827
|
|
||
Loss
from convertible subordinated notes
exchange
offer
|
|
|
-
|
|
|
-
|
|
1,078
|
|
-
|
|
||
Equity
in net loss of Velox investment
|
|
|
-
|
|
|
-
|
|
332
|
|
-
|
|
||
Equity
in net loss (income) of GELcore investment
|
|
|
129
|
|
|
778
|
|
(21
|
)
|
|
703
|
||
Total
other expenses
|
|
|
1,197
|
|
|
1,683
|
|
4,538
|
|
3,530
|
|
||
|
|
|
|
|
|
|
|
||||||
Loss
from continuing operations
|
|
$
|
(5,913
|
)
|
$
|
(6,915
|
)
|
$
|
(21,390
|
)
|
$
|
(20,973
|
)
|
Long-Lived
Assets
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Fiber
Optics
|
|
$
|
61,309
|
|
$
|
56,261
|
|
Photovoltaics
|
|
|
39,082
|
|
|
37,861
|
|
Electronic
Materials and Devices
|
|
|
3,705
|
|
|
2,825
|
|
Total
|
|
$
|
104,096
|
|
$
|
96,947
|
|
Revenues
by Segment
(in
thousands)
|
|
Three
months ended
June
30, 2006
|
Three
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
25,968
|
|
|
61.9
|
%
|
$
|
21,109
|
|
63.5
|
%
|
|
Photovoltaics
|
|
|
10,354
|
|
|
24.7
|
|
|
8,807
|
|
26.5
|
|
|
Electronic
Materials and Devices
|
|
|
5,632
|
|
|
13.4
|
|
|
3,318
|
|
10.0
|
|
|
Total
revenues
|
|
$
|
41,954
|
|
|
100.0
|
%
|
$
|
33,234
|
|
100.0
|
%
|
Revenues
by Segment
(in
thousands)
|
|
Nine
months ended
June
30, 2006
|
Nine
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
76,825
|
|
|
62.5
|
%
|
$
|
57,828
|
|
|
63.8
|
%
|
Photovoltaics
|
|
|
31,342
|
|
|
25.5
|
|
|
24,084
|
|
|
26.6
|
|
Electronic
Materials and Devices
|
|
|
14,840
|
|
|
12.0
|
|
|
8,716
|
|
|
9.6
|
|
Total
revenues
|
|
$
|
123,007
|
|
|
100.0
|
%
|
$
|
90,628
|
|
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
|
Three
months ended
June
30, 2006
|
Three
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
North
America
|
|
$
|
32,201
|
|
|
76.8
|
%
|
$
|
28,969
|
|
87.2
|
%
|
|
South
America, Africa and Asia
|
|
|
8,573
|
|
|
20.4
|
|
|
2,893
|
|
8.7
|
|
|
Europe
|
|
|
1,180
|
|
|
2.8
|
|
|
1,372
|
|
4.1
|
|
|
Total
revenues
|
|
$
|
41,954
|
|
|
100.0
|
%
|
$
|
33,234
|
|
100.0
|
%
|
Geographic
Revenues
(in
thousands)
|
|
Nine
months ended
June
30, 2006
|
Nine
months ended
June
30, 2005
|
||||||||||
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
Revenue
|
|
|
%
of Revenue
|
|
|
|
|
|
|
|
|
|
|
|
||||
North
America
|
|
$
|
100,272
|
|
|
81.5
|
%
|
$
|
74,681
|
|
82.4
|
%
|
|
South
America, Africa and Asia
|
|
|
19,517
|
|
|
15.9
|
|
|
10,915
|
|
12.0
|
|
|
Europe
|
|
|
3,218
|
|
|
2.6
|
|
|
5,032
|
|
5.6
|
|
|
Total
revenues
|
|
$
|
123,007
|
|
|
100.0
|
%
|
$
|
90,628
|
|
|
100.0
|
%
|
Operating
Loss by Segment
(in thousands)
|
|
Three
Months Ended
June
30,
|
|
Nine Months
Ended
June
30,
|
|
||||||||
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Operating
(loss) income by segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiber
Optics
|
|
$
|
(3,733
|
)
|
$
|
(2,869
|
)
|
$
|
(11,166
|
)
|
$
|
(11,387
|
)
|
Photovoltaics
|
|
|
(1,037
|
)
|
|
(1,707
|
)
|
|
(4,485
|
)
|
|
(2,759
|
)
|
Electronic
Materials and Devices
|
|
|
54
|
|
(656
|
)
|
|
(1,201
|
)
|
|
(3,297
|
)
|
|
Operating
loss
|
|
|
(4,716
|
)
|
|
(5,232
|
)
|
|
(16,852
|
)
|
|
(17,443
|
)
|
|
|
|
|
|
|
|
|
||||||
Other
(income) expenses:
|
|
|
|
|
|
|
|
||||||
Interest
expense
|
|
|
1,068
|
|
|
905
|
|
3,149
|
|
2,827
|
|
||
Loss
from convertible subordinated notes
exchange
offer
|
|
|
-
|
|
|
-
|
|
1,078
|
|
-
|
|
||
Equity
in net loss of Velox investment
|
|
|
-
|
|
|
-
|
|
332
|
|
-
|
|
||
Equity
in net loss (income) of GELcore investment
|
|
|
129
|
|
|
778
|
|
(21
|
)
|
|
703
|
||
Total
other expenses
|
|
|
1,197
|
|
|
1,683
|
|
4,538
|
|
3,530
|
|
||
|
|
|
|
|
|
|
|
||||||
Loss
from continuing operations
|
|
$
|
(5,913
|
)
|
$
|
(6,915
|
)
|
$
|
(21,390
|
)
|
$
|
(20,973
|
)
|
Long-Lived
Assets
(in
thousands)
|
|
|
As
of
June
30,
2006
|
|
|
As
of
September
30,
2005
|
|
|
|
|
|
|
|
|
|
Fiber
Optics
|
|
$
|
61,309
|
|
$
|
56,261
|
|
Photovoltaics
|
|
|
39,082
|
|
|
37,861
|
|
Electronic
Materials and Devices
|
|
|
3,705
|
|
|
2,825
|
|
Total
|
|
$
|
104,096
|
|
$
|
96,947
|
|
Stock-Based
Compensation Expense by Segment
For
the three months ended June 30, 2006
(in
thousands)
|
|
|
COGS
|
|
|
SG&A
|
|
|
R&D
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
202
|
$
|
257
|
$
|
255
|
|
$
|
714
|
|
||
Photovoltaics
|
|
|
52
|
|
117
|
|
44
|
|
|
213
|
|
||
Electronic
Materials and Devices
|
|
|
41
|
|
28
|
|
27
|
|
|
96
|
|
||
Total
stock-based compensation expense
|
|
$
|
295
|
$
|
402
|
$
|
326
|
|
$
|
1,023
|
|
Stock-Based
Compensation Expense by Segment
For
the nine months ended June 30, 2006
(in
thousands)
|
|
|
COGS
|
|
|
SG&A
|
|
|
R&D
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber
Optics
|
|
$
|
494
|
|
$
|
1,014
|
$
|
677
|
|
$
|
2,185
|
|
|
Photovoltaics
|
|
|
125
|
|
|
409
|
|
89
|
|
|
623
|
|
|
Electronic
Materials and Devices
|
|
|
92
|
|
|
115
|
|
71
|
|
|
278
|
|
|
Total
stock-based compensation expense
|
|
$
|
711
|
|
$
|
1,538
|
$
|
837
|
|
$
|
3,086
|
|
|
|
Three
Months Ended
June
30,
|
|
Nine
Months Ended
June
30,
|
|
||||||||
|
|
|
2006
|
|
|
2005
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost
of revenue
|
|
|
79.5
|
79.7
|
80.4
|
84.2
|
|||||||
Gross
profit
|
|
|
20.5
|
20.3
|
19.6
|
15.8
|
|||||||
|
|
|
|||||||||||
Operating
expenses:
|
|
|
|||||||||||
Selling,
general and administrative
|
|
|
19.5
|
23.8
|
21.5
|
20.5
|
|||||||
Research
and development
|
|
|
12.2
|
12.2
|
11.8
|
14.6
|
|||||||
Total
operating expenses
|
|
|
31.7
|
36.0
|
33.3
|
35.1
|
|||||||
Operating
loss
|
|
|
(11.2
|
)
|
(15.7
|
)
|
(13.7
|
)
|
(19.3
|
)
|
|||
|
|
|
|||||||||||
Other
(income) expenses:
|
|
|
|||||||||||
Interest
income
|
|
|
(0.6
|
)
|
(0.9
|
)
|
(0.7
|
)
|
(0.9
|
)
|
|||
Interest
expense
|
|
|
3.2
|
3.6
|
3.2
|
4.0
|
|||||||
Loss
from convertible subordinated notes exchange offer
|
|
|
-
|
-
|
0.9
|
-
|
|||||||
Equity
in net loss of Velox investment
|
|
|
-
|
-
|
0.3
|
-
|
|||||||
Equity
in net loss (income) of GELcore investment
|
|
|
0.3
|
2.4
|
-
|
0.8
|
|||||||
Total
other expenses
|
|
|
2.9
|
5.1
|
3.7
|
3.9
|
|||||||
Loss
from continuing operations
|
|
|
(14.1
|
)
|
(20.8
|
)
|
(17.4
|
)
|
(23.2
|
)
|
|||
|
|
|
|||||||||||
Discontinued
operations:
|
|
|
|||||||||||
Gain
on disposal of discontinued operations
|
|
|
-
|
-
|
1.6
|
13.8
|
|||||||
Income
from discontinued operations
|
|
|
-
|
-
|
1.6
|
13.8
|
|||||||
|
|
|
|||||||||||
Net
loss income
|
|
|
(14.1
|
)%
|
(20.8
|
)%
|
(15.8
|
)%
|
(9.4
|
)%
|
FY06
SG&A Increase
(in
thousands)
|
|
|
Nine
months ended
June
30, 2006
|
|
|
|
|
|
|
Related-party
loan forgiveness
|
|
$
|
2,683
|
|
SFAS
123(R) stock-based compensation
|
|
|
1,538
|
|
Severance
and restructuring
|
614
|
|||
Acquisitions-related
|
|
|
870
|
|
Additional
other SG&A expenses
|
|
|
2,151
|
|
|
|
|
|
|
Total
|
|
$
|
7,856
|
|
FY06
R&D Increase
(in
thousands)
|
|
Nine
months ended
June
30, 2006
|
|
|
|
|
|
SFAS
123(R) stock-based compensation
|
$
|
837
|
|
Acquisitions-related
|
|
1,396
|
|
Reduction
of other R&D expenses
|
|
(872
|
)
|
Total
|
$
|
1,361
|
|
· |
market
acceptance of our products;
|
· |
market
demand for the products and services manufactured and provided by
our
customers;
|
· |
disruptions
or delays in our manufacturing processes or in our supply of raw
materials
or product components;
|
· |
changes
in the timing and size of orders by our
customers;
|
· |
cancellations
and postponements of previously placed
orders;
|
· |
reductions
in prices for our products or increases in the costs of our raw materials;
and
|
· |
the
introduction of new products and manufacturing
processes.
|
· |
changing
product specifications and customer
requirements;
|
· |
unanticipated
engineering complexities;
|
· |
expense
reduction measures we have implemented and others we may
implement;
|
· |
difficulties
in hiring and retaining necessary technical personnel;
and
|
· |
difficulties
in allocating engineering resources and overcoming resource
limitations.
|
· |
use
of significant amounts of cash;
|
· |
potentially
dilutive issuances of equity securities on potentially unfavorable
terms;
and
|
· |
incurrence
of debt on potentially unfavorable terms, as well as amortization
expense
related to intangible assets.
|
· |
difficulties
in assimilating and integrating the operations, technologies and
products
acquired;
|
· |
the
diversion of our management's attention from other business
concerns;
|
· |
current
operating and financial systems and controls may be inadequate to
deal
with our growth;
|
· |
the
risk that we will be unable to maintain or renew any of the contracts
of
businesses we acquire;
|
· |
the
risks of entering markets in which we have limited or no prior experience;
and
|
· |
potential
loss of key employees of the acquired business or company or of
us.
|
· |
unexpected
changes in regulatory requirements;
|
· |
legal
uncertainties regarding liability, tariffs and other trade
barriers;
|
· |
inadequate
protection of intellectual property in some
countries;
|
· |
greater
incidence of shipping delays;
|
· |
greater
difficulty in hiring talent needed to oversee manufacturing operations;
and
|
· |
potential
political and economic instability.
|
· |
infringement
claims (or claims for indemnification resulting from infringement
claims)
will not be asserted against us or that such claims will not be
successful;
|
· |
future
assertions will not result in an injunction against the sale of infringing
products or otherwise significantly impair our business and results
of
operations;
|
· |
any
patent owned by us will not be invalidated, circumvented or challenged;
or
|
· |
we
will not be required to obtain licenses, the expense of which may
adversely affect our results of operations and
profitability.
|
· |
make
it difficult for us to make payments on our convertible senior
subordinated notes and any other debt we may
have;
|
· |
make
it difficult for us to obtain any necessary future financing for
acquisitions, working capital, capital expenditures, debt service
requirements or other purposes;
|
· |
make
us more vulnerable to adverse changes in general economic, industry
and
competitive conditions, in government regulation and in our business
by
limiting our flexibility in planning for, and making it more difficult
for
us to react quickly to, changing
conditions;
|
· |
place
us at a competitive disadvantage compared with our competitors that
have
less debt;
|
· |
require
us to dedicate a substantial portion of our cash flow from operations
to
service our debt, which would reduce the amount of our cash flow
available
for other purposes, including acquisitions, working capital and capital
expenditures;
|
· |
limit
funds available for research and development;
and
|
· |
limit
our flexibility in planning for, or reacting to, changes in our
business.
|
· |
our
customers can stop purchasing our products at any time without
penalty;
|
· |
our
customers may purchase products from our competitors;
and
|
· |
our
customers are not required to make minimum
purchases.
|
· |
political
and economic instability or changes in United States government policy
may
inhibit export of our devices and limit potential customers’ access to
U.S. dollars in a country or region in which those potential customers
are
located;
|
· |
we
may experience difficulties in the timeliness of collection of foreign
accounts receivable and be forced to write off receivables from foreign
customers;
|
· |
tariffs
and other barriers may make our devices less cost
competitive;
|
· |
the
laws of certain foreign countries may not adequately protect our
trade
secrets and intellectual property or may be burdensome to comply
with;
|
· |
potentially
adverse tax consequences to our customers may make our devices not
cost
competitive;
|
· |
currency
fluctuations may make our products less cost competitive, affecting
overseas demand for our products; and
|
· |
language
and other cultural barriers may require us to expend additional resources
competing in foreign markets or hinder our ability to effectively
compete.
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Asset
Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation,
dated July 19, 2006. (incorporated by reference to Exhibit 2.1
to
Registrant’s Current Report on Form 8-K filed on July 24,
2006).
|
31.1
|
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.*
|
31.2
|
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.*
|
32.1
|
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.*
|
32.2
|
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: August
9, 2006
|
By:
/s/
Reuben F. Richards, Jr.
|
|
Reuben
F. Richards, Jr.
President
& Chief Executive Officer
(Principal
Executive Officer)
|
|
|
|
|
Date: August
9, 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
|
Asset
Purchase Agreement between IQE RF, LLC, IQE, plc, and EMCORE Corporation,
dated July 19, 2006. (incorporated by reference to Exhibit 2.1
to
Registrant’s Current Report on Form 8-K filed on July 24,
2006).
|
31.1
|
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.*
|
31.2
|
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.*
|
32.1
|
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.*
|
32.2
|
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.*
|
|
|