x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
New Jersey
(State
or other jurisdiction of incorporation or organization)
|
22-2746503
(I.R.S.
Employer Identification No.)
|
10420
Research Road, SE, Albuquerque, New
Mexico
(Address
of principal executive offices)
|
87123
(Zip
Code)
|
|
Title
of each class:
|
Common Stock, No Par
Value
|
Name
of each exchange on which registered:
|
NASDAQ
|
Securities
registered pursuant to Section 12(g) of the Act:
|
None
|
PAGE
|
|||
Part I
|
|||
Item 1.
|
3
|
||
Item 1A.
|
16
|
||
Item 1B.
|
41
|
||
Item 2.
|
41
|
||
Item 3.
|
42
|
||
Item 4.
|
43
|
||
Part II
|
|||
Item 5.
|
44
|
||
Item 6.
|
47
|
||
Item 7.
|
50
|
||
Item 7A.
|
70
|
||
Item 8.
|
71
|
||
71
|
|||
72
|
|||
73
|
|||
74
|
|||
76
|
|||
106
|
|||
Item 9.
|
107
|
||
Item 9A.
|
107
|
||
Item 9B.
|
110
|
||
Part III
|
|||
Item
10.
|
110
|
||
Item
11.
|
110
|
||
Item
12.
|
110
|
||
Item
13.
|
110
|
||
Item
14.
|
110
|
||
Part IV
|
|||
Item
15.
|
111
|
||
114
|
Business
|
|
·
|
Satellite Solar Power
Generation - We believe we are a leader in providing solar power
generation solutions to the global communications satellite industry and
U.S. government space programs. A satellite’s operational
success and corresponding revenue depend on its available power and its
capacity to transmit data. We provide advanced compound
semiconductor-based solar cells and solar panel products, which are more
resistant to radiation levels in space and generate substantially more
power from sunlight than silicon-based solutions. Space power
systems using our multi-junction solar cells weigh less per unit of power
than traditional silicon-based solar cells. Our products provide our
customers with higher conversion efficiency for reduced solar array size
and launch costs, higher radiation tolerance, and longer lifetime in harsh
space environments.
|
|
·
|
Terrestrial Solar Power
Generation - Solar power generation systems utilize photovoltaic
cells to convert sunlight to electricity and have been used in space
programs and, to a lesser extent, in terrestrial applications for several
decades. The market for terrestrial solar power generation
solutions has grown significantly as solar power generation technologies
improve in efficiency, as global prices for non-renewable energy sources
(i.e., fossil
fuels) continue to rise over the long term, and as concern has increased
regarding the effect of carbon emissions on global warming. Terrestrial
solar power generation has emerged as one of the most rapidly expanding
renewable energy sources due to certain advantages solar power has when
compared to other energy sources, including reduced environmental impact,
elimination of fuel price risk, installation flexibility, scalability,
distributed power generation (i.e., electric power is
generated at the point of use rather than transmitted from a central
station to the user), and reliability. The rapid increase in demand for
solar power has created a growing need for highly efficient, reliable and
cost-effective concentrating solar power
systems.
|
|
·
|
On
February 22, 2008, EMCORE acquired telecom-related assets of Intel
Corporation’s Optical Platform Division (“OPD”) that included inventory,
fixed assets, intellectual property, and technology comprised of tunable
lasers, tunable transponders, 300-pin transponders, and integrated tunable
laser assemblies.
|
|
·
|
On
April 20, 2008, EMCORE acquired the enterprise and storage-related assets
of Intel Corporation’s OPD business, as well as Intel’s Connects Cables
business. The assets acquired include inventory, fixed assets,
intellectual property, and technology relating to optical transceivers for
enterprise and storage customers, as well as optical cable interconnects
for high-performance computing
clusters.
|
|
·
|
In
July 2008, we announced our solar cell technology which provides a
platform for EMCORE’s next generation photovoltaic products for space and
terrestrial solar power applications. Solar cells built using Inverted
Metamorphic (“IMM”) technology recently achieved world record conversion
efficiency of 33% when used in space, and it is anticipated that
efficiency levels in the 42%-45% range will be achieved when adapted for
use under the 500-1500X concentrated illumination, typical in terrestrial
concentrator photovoltaic (CPV) systems. Once commercialized, the CPV
systems that are powered with EMCORE’s IMM-based solar cells will realize
an approximately 10% to 20% reduction in the cost of power generated.
EMCORE expects to begin commercializing this technology for both space and
terrestrial applications in 2009. Due to its unique design, the IMM cell
is approximately one fifteenth the thickness of the conventional
multi-junction solar cell and will enable a new class of extremely
lightweight, high-efficiency, and flexible solar arrays for space
applications. Furthermore, this technology can be readily integrated into
EMCORE’s complete line of CPV receiver products and provide increased
energy conversion efficiency in CPV power
systems.
|
|
·
|
In
June 2008, we announced that our optical fiber EMCORE Connects Cables
(ECC) are being used by IBM on the Department of Energy’s supercomputer
nicknamed Roadrunner, the first supercomputer to break the 1,000 trillion
calculations per second mark known as a Petaflop. EMCORE
Connects Cables are high-performance InfiniBand®
interconnects that operate at high-speed 20G data rates with an
extremely low bit error rate of
10-15.
|
Risk
Factors
|
|
•
|
market
acceptance of our products;
|
|
•
|
market
demand for the products and services 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.
|
·
|
The
Company’s historic lack of profitability has caused it to consume cash,
through acquisitions, operations and as a result of the research and
development and capital expenditures necessary to expand the market which
the Company serves (particularly the terrestrial solar market), as
discussed in more detail below. The Company may be unable to
acquire the cash necessary to finance these activities from either the
debt or the equity markets and as a result the Company may be unable to
continue operations.
|
·
|
The
Company’s fiber optics products are sold principally to large publicly
held companies which are also dependent on public debt and equity
markets. Our customers may be unable to obtain the financing
necessary to continue their own
operations.
|
·
|
The
market for the products of the Company’s fiber optics customers, into
which the Company’s fiber optics products are incorporated, is dependent
on capital spending from telecommunications and data communications
companies, which may also be adversely affected by the lack of
financing.
|
·
|
The
market for the Company’s satellite solar cells may also be adversely
affected by the worldwide financial crisis, because the market for
commercial satellites depends on capital spending by telecommunications
companies and the market for military satellites depends on resources
allocated for military intelligence spending, which may be
restricted. The market for the Company’s terrestrial solar
products is dependent on the availability of project financing for
photovoltaic projects, which may no longer be available, and is also
largely dependent on government support of various types, such as
investment tax credits, which may no longer be available as governments
allocate scarce resources to deal with the financial
crisis.
|
·
|
A
reduction in the Company’s sales will adversely affect the Company’s
ability to draw on its existing line of credit with Bank of America
because that line of credit is largely dependent on the level of the
Company’s accounts receivable.
|
|
•
|
Liquidated
damage payments or customer termination rights if the system is not
commissioned within specified
timeframes;
|
|
•
|
System
termination clauses whereby we could be required to buy-back a customer’s
system at fair value on specified future
dates.
|
|
•
|
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.
|
|
•
|
potential
adverse actions by the incoming Obama Administration pursuant to its
stated intention to reduce the loss of U.S.
jobs
|
|
•
|
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.
|
|
•
|
our
customers can stop purchasing our products at any time without
penalty;
|
|
•
|
our
customers may purchase products from our competitors;
and
|
|
•
|
political
and economic instability or changes in U.S. Government policy with respect
to these foreign countries 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 these
receivables;
|
|
•
|
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 damage our cost
competitiveness;
|
|
•
|
currency
fluctuations, which may make our products less cost competitive, affecting
overseas demand for our products or otherwise adversely affect our
business; and
|
|
•
|
language
and other cultural barriers may require us to expend additional resources
competing in foreign markets or hinder our ability to effectively
compete.
|
|
In
addition, we may be exposed to additional legal risks under the laws of
both the countries in which we operate and in the United States, including
the Foreign Corrupt Practices Act.
|
|
•
|
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, which could significantly impair our business and results of
operations;
|
|
•
|
any
patent owned or licensed 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.
|
|
•
|
hire,
train, integrate and manage additional qualified engineers for research
and development activities, sales and marketing personnel, and financial
and information technology
personnel;
|
|
•
|
retain
key management and augment our management team, particularly if we lose
key members;
|
|
•
|
continue
to enhance our customer resource management and manufacturing management
systems;
|
|
•
|
implement
and improve additional and existing administrative, financial and
operations systems, procedures and controls, including the need to update
and integrate our financial internal control
systems;
|
|
•
|
insufficient
experience with technologies and markets in which the acquired business is
involved, which may be necessary to successfully operate and integrate the
business;
|
|
•
|
problems
integrating the acquired operations, personnel, technologies or products
with the existing business and
products;
|
|
•
|
diversion
of management time and attention from the core business to the acquired
business or joint venture;
|
|
•
|
potential
failure to retain key technical, management, sales and other personnel of
the acquired business or joint
venture;
|
|
•
|
difficulties
in retaining relationships with suppliers and customers of the acquired
business, particularly where such customers or suppliers compete with
us;
|
|
•
|
assumption
of liabilities including, but not limited to, lawsuits, tax examinations,
warranty issues, etc.
|
|
•
|
Further
study may reveal issues which make such a split inadvisable or
uneconomical, or future changes in laws, regulations or accounting rules
may create such issues;
|
|
•
|
Key
customers or suppliers may not consent to contract assignments or other
arrangements necessary to implement this
strategy;
|
|
•
|
It
may not be possible to obtain shareholder consent for the implementation
of this strategy;
|
|
•
|
Future
capital market developments may prevent the Company from obtaining
necessary financing for one or both of the resulting corporations;
and
|
|
•
|
It
may not be possible to fully staff the Board of Directors of one or both
resulting corporations.
|
ITEM
1B.
|
Unresolved
Staff Comments
|
Properties
|
Location
|
Function
|
Approximate
Square
Footage
|
Term
(in
calendar year)
|
Active Properties:
|
|||
Albuquerque,
New Mexico
|
Corporate
Headquarters
Manufacturing
facility for photovoltaic products
Manufacturing
facility for digital fiber optic products
R&D
facility
|
165,000
|
Facilities
are owned by the Company; certain land is leased. Land lease
expires in 2050
|
Alhambra,
California
|
Manufacturing
facility for CATV, FTTP and Satcom products
R&D
facility
|
91,000
|
Lease
expires in 2011 (1)
|
Newark,
California
|
R&D
facility
|
55,000
|
Lease
expires in 2013(1)
|
Langfang,
China
|
Manufacturing
facility for fiber optics products
|
44,000
|
Lease
expires in 2012(1)
|
San
Diego, California
|
Manufacturing
facility for video transport products
R&D
facility (April 2007 - Acquisition of Opticomm
Corporation)
|
8,100
|
Lease
expires in April 2009
|
Ivyland,
Pennsylvania
|
Manufacturing
facility for CATV and Satcom products R&D facility
|
9,000
|
Lease
expires in 2011(1)
|
Albuquerque,
New Mexico
|
Storage
warehouse
|
6,000
|
Lease
expires in 2010(1)
|
Taipei
City, Taiwan
|
R&D
facility
|
6,000
|
Lease
expires in 2013
|
Somerset,
New Jersey
|
R&D
facility
|
5,000
|
Lease
to commence in November 2008 and expires in 2010(1)
|
Vacated Properties:
|
|||
Sunnyvale,
California
|
Manufacturing
facility for ECL lasers
R&D
facility
Facility
was vacated in August 2008
|
15,000
|
Lease
terminated.
|
Naperville,
Illinois
|
Manufacturing
facility for LX4 modules
R&D
facility
Facility
was vacated in October 2007
|
11,000
|
Lease
expires in February 2013 and it is in the process of being
subleased.
|
Blacksburg,
Virginia
|
Manufacturing
facility for video transport products
R&D
facility.
Facility
was vacated in June 2007
|
6,000
|
Lease
expired in December 2008.
|
|
(1)
|
This
lease has the option to be renewed by the Company, subject to inflation
adjustments.
|
Legal
Proceedings
|
Submission
of Matters to a Vote of Security
Holders
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||||||
Fiscal
2008 price range per share of common stock
|
$ | 7.22 – $15.90 | $ | 5.62 – $15.70 | $ | 5.80 – $9.30 | $ | 3.90 – $6.65 | ||||||||
Fiscal
2007 price range per share of common stock
|
$ | 4.60 – $ 6.47 | $ | 3.84 – $ 5.89 | $ | 4.32 – $5.78 | $ | 5.45 – $9.91 |
9/03 | 9/04 | 9/05 | 9/06 | 9/07 | 9/08 | |||||||||||||||||||
EMCORE
Corporation
|
100.00 | 67.01 | 208.16 | 201.36 | 326.53 | 168.03 | ||||||||||||||||||
NASDAQ
Composite
|
100.00 | 107.74 | 123.03 | 131.60 | 158.88 | 119.05 | ||||||||||||||||||
NASDAQ
Electronic Components
|
100.00 | 80.82 | 97.22 | 93.26 | 114.21 | 79.72 | ||||||||||||||||||
NASDAQ
Computer
|
100.00 | 99.32 | 113.13 | 119.80 | 144.37 | 109.15 |
Selected
Financial Data
|
|
·
|
In
June and July 2008, the Company sold a total of two million shares of
Series D Preferred Stock of WorldWater and Solar Technologies Corporation
(WWAT), together with 200,000 warrants to a major shareholder of both the
Company and WWAT at a price equal to $6.54 per share. The
Company recognized a total gain of $7.4 million on the sale of this
stock.
|
|
·
|
In
February and April 2008, the Company acquired the telecom, datacom, and
optical cable interconnects-related assets of Intel’s Optical Platform
Division for $120 million in cash and the Company’s common
stock.
|
|
·
|
In
February 2008, the Company completed the sale of $100 million of
restricted common stock and warrants to fund the Intel
Acquisitions. Investors purchased 8 million shares of our
common stock, no par value, and warrants to purchase an additional 1.4
million shares of our common stock.
|
|
·
|
In
January and February 2008, the Company redeemed all of its outstanding
5.5% convertible subordinated notes due 2011 pursuant to which the holders
converted their notes into the Company's common stock. The Company
recognized a loss totaling $4.7 million related to the conversion of notes
to equity.
|
|
·
|
Fiscal
2008 operating expenses included $4.8 million related to Intel
Corporation’s transition services agreement charges associated with the
acquisition of certain assets from
Intel.
|
·
|
The
Company recorded approximately $22.0 million of impairment charges on
goodwill related to the fiber optics reporting
segment.
|
·
|
The
Company accounted for the modification of stock options still held to
terminated employees as additional compensation expense of $4.3 million in
accordance with SFAS 123(R) in the first quarter of fiscal
2008.
|
·
|
Other
expenses included a charge of $1.5 million associated with the impairment
of certain
investments.
|
|
·
|
In
November 2006, the Company invested $13.1 million in WWAT in return for
convertible preferred stock and
warrants.
|
|
·
|
In
April 2007, the Company modified its convertible subordinated notes to
resolve an alleged default event. The interest rate was
increased from 5% to 5.5% and the conversion price was decreased from
$8.06 to $7.01. The Company also repurchased $11.4 million of
outstanding notes to reduce interest expense and share
dilution.
|
|
·
|
In
April 2007, the Company acquired privately-held Opticomm Corporation for
$4.1 million in cash.
|
|
·
|
Fiscal
2007 operating expenses included:
|
|
§
|
$10.6
million related to our review of historical stock option granting
practices;
|
|
§
|
$6.1
million related to non-recurring legal expenses;
and,
|
|
§
|
$2.8
million related to severance charges associated with facility closures and
consolidation of operations.
|
|
·
|
In
November 2005, the Company exchanged $14.4 million of convertible
subordinated notes due in May 2007 for $16.6 million of newly issued
convertible senior subordinated notes due May 15, 2011. As a result of
this transaction, the Company recognized approximately $1.1 million in the
first quarter of fiscal 2007 related to the early extinguishment of
debt.
|
|
·
|
The
Company received manufacturing equipment valued at $2.0 million less tax
of $0.1 million as a final earn-out payment from Veeco Instruments, Inc.
(Veeco) in connection with the sale of the TurboDisc
division.
|
|
·
|
In
August 2006, the Company sold its Electronic Materials & Device (EMD) division to
IQE plc (IQE) for $16.0 million. The net gain associated with the sale of
the EMD business totaled approximately $7.6 million, net of tax of $0.5
million. The results of operations of the EMD division have
been reclassified to discontinued operations for all periods
presented.
|
|
·
|
In
August 2006, the Company sold its 49% membership interest in GELcore, LLC
for $100.0 million to General Electric Corporation, which prior to the
transaction owned the remaining 51% membership interest in
GELcore. The Company recorded a net gain of $88.0 million,
before tax, on the sale of GELcore, after netting the Company’s investment
in this joint venture of $10.8 million and transaction expenses of $1.2
million.
|
|
·
|
The
Company recorded approximately $2.2 million of impairment charges on
goodwill and intellectual property associated with the June 2004
acquisition of Corona Optical
Systems.
|
|
·
|
Fiscal
2006 operating expense included $1.3 million related to our review of
historical stock option granting
practices.
|
|
·
|
Other
expense included a charge of $0.5 million associated with the write-down
of the Archcom investment.
|
|
·
|
The
Company recognized a provision for income taxes of $1.9 million from
continuing operations for the year ended September 30,
2006.
|
|
·
|
SG&A
expense included approximately $0.9 million in severance-related charges
and $2.3 million of charges associated with the consolidation of the
Company’s City of Industry, California location to Albuquerque, New
Mexico.
|
|
·
|
The
Company received a $12.5 million net earn-out payment from Veeco in
connection with the 2003 sale of the TurboDisc
division.
|
|
·
|
In
November 2003, the Company sold its TurboDisc division to Veeco. The
results of operations of TurboDisc have been reclassified to discontinued
operations for all periods presented. The net gain associated with the
sale of the TurboDisc business totaled approximately $19.6
million.
|
|
·
|
In
February 2004, the Company exchanged approximately $146.0 million, or
90.2%, of the convertible subordinated notes due in May 2007 for
approximately $80.3 million of new convertible subordinated notes due May
15, 2011 and approximately 7.7 million shares of the Company common stock.
The total net gain from debt extinguishment was $12.3
million.
|
|
·
|
SG&A
expense included approximately $1.2 million in severance-related
charges.
|
|
·
|
Other
expense included a charge of $0.5 million associated with the write-down
of the Archcom investment.
|
Statements
of Operations Data
For
the fiscal years ended September 30
(in
thousands, except per share data)
|
||||||||||||||||||||
|
2008
|
2007
|
2006 (1)
|
2005 (1)
|
2004 (1)
|
|||||||||||||||
Product
revenue
|
|
$
|
228,977
|
$
|
148,334
|
$
|
132,304
|
$
|
106,656
|
$
|
77,782
|
|||||||||
Services
revenue
|
10,326
|
21,272
|
11,229
|
8,801
|
4,103
|
|||||||||||||||
Total
revenue
|
239,303
|
169,606
|
143,533
|
115,367
|
81,885
|
|||||||||||||||
Gross
profit
|
29,895
|
30,368
|
25,952
|
19,302
|
4,473
|
|||||||||||||||
Operating
loss
|
|
(75,281
|
)
|
(57,456
|
)
|
(34,150
|
)
|
(20,371
|
)
|
(35,604
|
)
|
|||||||||
(Loss)
income from continuing operations
|
|
(80,860
|
)
|
(58,722
|
)
|
45,039
|
(24,685
|
)
|
(28,376
|
)
|
||||||||||
Income
from discontinued operations
|
|
-
|
-
|
9,884
|
11,200
|
14,422
|
||||||||||||||
Net
(loss) income
|
$
|
(80,860
|
)
|
$
|
(58,722
|
)
|
$
|
54,923
|
$
|
(13,485
|
)
|
$
|
(13,954
|
)
|
||||||
|
||||||||||||||||||||
Per
share data:
|
||||||||||||||||||||
(Loss)
income from continuing operations:
|
||||||||||||||||||||
Per
basic share
|
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.91
|
$
|
(0.52
|
)
|
$
|
(0.66
|
)
|
|||||
Per
diluted share
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.87
|
$
|
(0.52
|
)
|
$
|
(0.66
|
)
|
Balance
Sheet Data
As
of September 30
(in
thousands)
|
|
|||||||||||||||||||
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Cash,
cash equivalents, restricted cash and current
available-for-sale securities
|
$
|
22,760
|
$
|
41,226
|
$
|
123,967
|
$
|
40,175
|
$
|
51,572
|
||||||||||
Working
capital
|
79,234
|
63,204
|
129,683
|
56,996
|
58,486
|
|||||||||||||||
Total
assets
|
329,278
|
234,736
|
287,547
|
206,287
|
213,243
|
|||||||||||||||
Long-term
liabilities
|
-
|
84,981
|
84,516
|
94,701
|
96,051
|
|||||||||||||||
Shareholders’
equity
|
253,722
|
98,157
|
149,399
|
75,563
|
85,809
|
|
(1)
|
In
August 2006, EMCORE sold its Electronic Materials & Device (EMD) division to
IQE plc (IQE). The results of operations of the EMD division have been
reclassified to discontinued operations for fiscal years ended September
30, 2006, 2005 and 2004.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
·
|
Telecom Optical Products –
We are the leading supplier of 10 gigabit per second (Gb/s) fully
C-band and L-band tunable dense wavelength division multiplexed (DWDM) and
coarse wavelength division multiplexed (CWDM) products for the next
generation tele-communications systems. We are one of the few suppliers
who offer vertically-integrated products, including external-cavity laser
modules, integrated tunable laser assemblies (ITLAs) and 300-pin
transponders. The laser module operates at a continuous wave mode, and is
capable for applications of 10, 40, and 100 Gb/s due to the superior
narrow linewidth characteristics. The ITLA and transponder products are
fully Telcordia® qualified and comply with multi-source agreements (MSAs).
We also offer a range of XFP platform OC-192 products for telecom
applications. We supply to almost all major telecom equipment companies
worldwide.
|
·
|
Enterprise Datacom Products –
We provide leading-edge optical components and transceiver modules
for data applications that enable switch-to-switch, router-to-router and
server-to-server backbone connections at aggregate speeds of 10 Gb/s and
above. We offer the broadest range of products with XENPAK form factor
which comply with 10 Gb/s Ethernet (10-GE) IEEE802.3ae standard. Our 10-GE
products include short-reach (SR), long-reach (LR), extended-reach (ER),
coarse WDM LX4 optical transceivers to connect between the photonic
physical layer and the electrical section layer and CX4
transceivers. In addition to the 10-GE products, EMCORE offers
traditional MSA Gigabit Ethernet (GE) 1310-nm small form factor
(SFF) and small form factor pluggable (SFP) optical
transceivers. These transceivers also provide integrated duplex
data links for bi-directional communication over single mode optical fiber
providing high-speed Gigabit Ethernet data links operating at
1.25Gbps.
|
·
|
Cable Television (CATV)
Products - We are a market leader in providing radio frequency (RF)
over fiber products for the CATV industry. Our products are
used in hybrid fiber coaxial (HFC) networks that enable cable service
operators to offer multiple advanced services to meet the expanding demand
for high-speed Internet, on-demand and interactive video and other
advanced services, such as high-definition television (HDTV) and voice
over IP (VoIP). Our CATV products include forward and
return-path analog and digital lasers, photodetectors and subassembly
components, broadcast analog and digital fiber-optic transmitters and
quadrature amplitude modulation (QAM) transmitters and
receivers. Our products provide our customers with increased
capacity to offer more cable services; increased data transmission
distance, speed and bandwidth; lower noise video receive; and lower power
consumption.
|
·
|
Fiber-To-The-Premises (FTTP)
Products - Telecommunications companies are increasingly extending
their optical infrastructure to their customers’ location in order to
deliver higher bandwidth services. We have developed and maintained
customer qualified FTTP components and subsystem products to support plans
by telephone companies to offer voice, video and data services through the
deployment of new fiber optics-based access networks. Our FTTP
products include passive optical network (PON) transceivers, analog fiber
optic transmitters for video overlay and high-power erbium-doped fiber
amplifiers (EDFA), analog and digital lasers, photodetectors and
subassembly components, analog video receivers and multi-dwelling unit
(MDU) video receivers. Our products provide our customers with
higher performance for analog and digital characteristics; integrated
infrastructure to support competitive costs; and additional support for
multiple standards.
|
·
|
Parallel Optical
Transceiver and
Cable
Products – EMCORE is the technology and product leader of the
optical transmitter and receiver products utilizing arrays of optical
emitting or detection devices, e.g., vertical-cavity surface-emitting
lasers (VCSELs) or photodetectors (PDs). These optical transmitter,
receiver, and transceiver products are used for back-plane interconnects,
switching/routing between telecom racks and high-performance computing
clusters. EMCORE’s products include 12-lane SNAP-12 MSA transmitter and
receivers with single, double, and quadruple data rates and 4-lane optical
media converters with single and double data rates. Based on the core
competency of 4-lane parallel optical transceivers, we offer the optical
fiber ribbon cables with embedded parallel-optical transceivers in the
connectors, EMCORE Connects Cables (ECC). These products, with aggregated
bandwidth between 10-40 Gb/s, are ideally suited for high-performance
computing clusters. Our products provide our customers with increased
network capacity; increased data transmission distance and speeds;
increased bandwidth; lower power consumption; improved cable management
over copper interconnects; and lower cost optical interconnections for
massively parallel
multi-processors.
|
·
|
Fibre Channel
Transceiver
Products -
EMCORE offers tri-rate SFF and SFP optical transceivers for storage area
networks. The MSA transceiver module is designed for high-speed Fibre
Channel data links supporting up to 4.25 Gb/s (4X Fibre Channel
rate). The products provide integrated duplex data links for
bi-directional communication over Multimode optical
fiber.
|
·
|
Satellite Communications
(Satcom) Products - We believe we are a leading provider of optical
components and systems for use in equipment that provides high-performance
optical data links for the terrestrial portion of satellite communications
networks. Our products include transmitters, receivers, subsystems and
systems that transport wideband radio frequency and microwave signals
between satellite hub equipment and antenna dishes. Our
products provide our customers with increased bandwidth and lower power
consumption.
|
·
|
Laser/photodetector Component
Products - We believe we are a leading provider of optical
components including lasers, photodetectors and various forms of packaged
subassemblies. Products include chip, TO, and TOSA forms of high-speed
850nm vertical cavity VCSELs, distributed feedback Bragg (DFB) lasers,
positive-intrinsic-negative (pin) and avalanche photodiode (APD)
components for 2G, 8G and 10G Fibre Channel, Ethernet and 10 GE, FTTP, and
Telecom applications. While we provide the component products
to the entire industry, we do enjoy the benefits of vertically-integrated
infrastructure through a low-cost and early availability for new product
introduction.
|
·
|
Video Transport - Our
video transport product line offers solutions for broadcasting,
transportation, IP television (IPTV), mobile video and security &
surveillance applications over private and public networks. EMCORE’s
video, audio, data and RF transmission systems serve both analog and
digital requirements, providing cost-effective, flexible solutions geared
for network reconstruction and
expansion.
|
·
|
Defense and Homeland
Security - Leveraging our expertise in RF module design and
high-speed parallel optics, we provide a suite of ruggedized products that
meet the reliability and durability requirements of the U.S. Government
and defense markets. Our specialty defense products include
fiber optic gyro components used in precision guided munitions, ruggedized
parallel optic transmitters and receivers, high-frequency RF fiber optic
link components for towed decoy systems, optical delay lines for radar
systems, EDFAs, terahertz spectroscopy systems and other
products. Our products provide our customers with high
frequency and dynamic range; compact form-factor; and extreme temperature,
shock and vibration tolerance.
|
·
|
Satellite Solar Power
Generation - We are a leader in providing solar power generation
solutions to the global communications satellite industry and U.S.
government space programs. A satellite’s operational success
and corresponding revenue depend on its available power and its capacity
to transmit data. We provide advanced compound semiconductor-based solar
cells and solar panel products, which are more resistant to radiation
levels in space and generate substantially more power from sunlight than
silicon-based solutions. Space power systems using our
multi-junction solar cells weigh less per unit of power than traditional
silicon-based solar cells. Our products provide our customers with higher
conversion efficiency for reduced solar array size and launch costs,
higher radiation tolerance, and longer lifetime in harsh space
environments.
|
·
|
Terrestrial Solar Power
Generation - Solar power generation systems utilize photovoltaic
cells to convert sunlight to electricity and have been used in space
programs and, to a lesser extent, in terrestrial applications for several
decades. The market for terrestrial solar power generation
solutions has grown significantly as solar power generation technologies
improve in efficiency, as global prices for non-renewable energy sources
(i.e., fossil
fuels) continue to rise over the long term, and as concern has increased
regarding the effect of carbon emissions on global warming. Terrestrial
solar power generation has emerged as one of the most rapidly expanding
renewable energy sources due to certain advantages solar power holds over
other energy sources, including reduced environmental impact, elimination
of fuel price risk, installation flexibility, scalability, distributed
power generation (i.e., electric power is
generated at the point of use rather than transmitted from a central
station to the user), and reliability. The rapid increase in demand for
solar power has created a growing need for highly efficient, reliable, and
cost-effective concentrating solar power
systems.
|
|
·
|
On
February 22, 2008, EMCORE acquired telecom-related assets of Intel
Corporation’s Optical Platform Division (“OPD”) that included inventory,
fixed assets, intellectual property, and technology comprised of tunable
lasers, tunable transponders, 300-pin transponders, and integrated tunable
laser assemblies.
|
|
·
|
On
April 20, 2008, EMCORE acquired the enterprise and storage-related assets
of Intel Corporation’s OPD business, as well as Intel’s Connects Cables
business. The assets acquired include inventory, fixed assets,
intellectual property, and technology relating to optical transceivers for
enterprise and storage customers, as well as optical cable interconnects
for high-performance computing
clusters.
|
Segment
Revenue
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
|||||||||||||||||||
Fiber
Optics
|
$
|
171,276
|
72
|
%
|
$
|
110,377
|
65
|
%
|
$
|
104,852
|
73
|
%
|
||||||||||||
Photovoltaics
|
68,027
|
28
|
59,229
|
35
|
38,681
|
27
|
||||||||||||||||||
Total
revenue
|
$
|
239,303
|
100
|
%
|
$
|
169,606
|
100
|
%
|
$
|
143,533
|
100
|
%
|
Geographic
Revenue
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
|||||||||||||||||||
United
States
|
$
|
134,796
|
56
|
%
|
$
|
124,012
|
73
|
%
|
$
|
109,614
|
76
|
%
|
||||||||||||
Asia
|
73,311
|
31
|
34,574
|
20
|
28,537
|
20
|
||||||||||||||||||
Europe
|
20,420
|
8
|
10,821
|
7
|
4,152
|
3
|
||||||||||||||||||
Other
|
10,776
|
5
|
199
|
-
|
1,230
|
1
|
||||||||||||||||||
Total
revenue
|
$
|
239,303
|
100
|
%
|
$
|
169,606
|
100
|
%
|
$
|
143,533
|
100
|
%
|
Significant
Customers
As
a percentage of total consolidated revenue
|
2008
|
2007
|
2006
|
|||||||||
Fiber
Optics-related customers:
|
||||||||||||
Customer
A
|
14
|
%
|
-
|
-
|
||||||||
Customer
B
|
12
|
%
|
-
|
-
|
||||||||
Customer
C
|
-
|
13
|
%
|
-
|
||||||||
Customer
D
|
-
|
-
|
12
|
%
|
||||||||
Photovoltaics
– related customer:
|
||||||||||||
Customer
E
|
-
|
11
|
%
|
-
|
Statement
of Operations Data
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Operating
loss by segment:
|
||||||||||||
Fiber
Optics
|
$
|
(49,903
|
)
|
$
|
(25,877
|
)
|
$
|
(18,950
|
)
|
|||
Photovoltaics
|
(25,238
|
)
|
(11,202
|
)
|
(8,365
|
)
|
||||||
Corporate
|
(140
|
)
|
(20,377
|
)
|
(6,835
|
)
|
||||||
Operating
loss
|
$
|
(75,281
|
)
|
$
|
(57,456
|
)
|
$
|
(34,150
|
)
|
Segment
Depreciation and Amortization
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Fiber
Optics
|
$
|
9,067
|
$
|
6,991
|
$
|
8,378
|
||||||
Photovoltaics
|
4,472
|
2,860
|
3,470
|
|||||||||
Corporate
|
77
|
271
|
484
|
|||||||||
Total
depreciation and amortization
|
$
|
13,616
|
$
|
10,122
|
$
|
12,332
|
Long-lived
Assets
(in
thousands)
|
2008
|
2007
|
||||||
Fiber
Optics
|
$
|
107,684
|
$
|
56,816
|
||||
Photovoltaics
|
55,232
|
46,706
|
||||||
Corporate
|
622
|
-
|
||||||
Total
long-lived assets
|
$
|
163,538
|
$
|
103,522
|
2008
|
2007
|
2006
|
||||||||||
Product
revenue
|
95.7
|
%
|
87.5
|
%
|
92.2
|
%
|
||||||
Service
revenue
|
4.3
|
12.5
|
7.8
|
|||||||||
Total
revenue
|
100.0
|
100.0
|
100.0
|
|||||||||
Cost
of product revenue
|
87.3
|
73.3
|
75.4
|
|||||||||
Cost
of service revenue
|
0.2
|
8.7
|
6.5
|
|||||||||
Total
cost of revenue
|
87.5
|
82.0
|
81.9
|
|||||||||
Gross
profit
|
12.5
|
18.0
|
18.1
|
|||||||||
Operating
expenses:
|
||||||||||||
Selling,
general and administrative
|
18.2
|
34.1
|
26.6
|
|||||||||
Research
and development
|
16.5
|
17.8
|
13.7
|
|||||||||
Impairment
of goodwill and/or intellectual property
|
9.3
|
-
|
1.6
|
|||||||||
Total
operating expenses
|
44.0
|
51.9
|
41.9
|
|||||||||
Operating
loss
|
(31.5
|
)
|
(33.9
|
)
|
(23.8
|
)
|
||||||
Other
expense (income):
|
||||||||||||
Interest
income
|
(0.4
|
)
|
(2.4
|
)
|
(0.9
|
)
|
||||||
Interest
expense
|
0.7
|
2.9
|
3.7
|
|||||||||
Loss
from conversion of subordinated notes
|
1.9
|
-
|
-
|
|||||||||
Loss
from convertible subordinated notes exchange offer
|
-
|
-
|
0.8
|
|||||||||
Loss
from early redemption of convertible notes
|
-
|
0.3
|
-
|
|||||||||
Stock-based
compensation expense from tolled options
|
1.8
|
-
|
-
|
|||||||||
Gain
from insurance proceeds
|
-
|
(0.2
|
)
|
-
|
||||||||
Gain
from sale of WWAT Investment
|
(3.1
|
)
|
||||||||||
Impairment
of investment
|
0.7
|
-
|
0.3
|
|||||||||
Loss
on disposal of property, plant and equipment
|
0.4
|
0.1
|
0.3
|
|||||||||
Net
gain on sale of GELcore investment
|
-
|
-
|
(61.3
|
)
|
||||||||
Equity
in net loss of GELcore investment
|
-
|
-
|
0.4
|
|||||||||
Equity
in net loss of Velox investment
|
-
|
-
|
0.2
|
|||||||||
Foreign
exchange loss
|
0.3
|
-
|
-
|
|||||||||
Total
other expense (income)
|
2.3
|
0.7
|
(56.5
|
)
|
||||||||
(Loss)
income from continuing operations before income taxes
|
(33.8
|
)
|
(34.6
|
)
|
32.7
|
|||||||
Provision
for income taxes
|
-
|
-
|
1.3
|
|||||||||
(Loss)
income from continuing operations
|
(33.8
|
)
|
(34.6
|
)
|
31.4
|
|||||||
Discontinued
operations:
|
||||||||||||
Income
from discontinued operations, net of tax
|
-
|
-
|
0.3
|
|||||||||
Gain
on disposal of discontinued operations, net of tax
|
-
|
-
|
6.6
|
|||||||||
Income
from discontinued operations
|
-
|
-
|
6.9
|
|||||||||
Net
(loss) income
|
(33.8
|
)%
|
(34.6
|
)%
|
38.3
|
%
|
|
·
|
$10.6
million related to professional fees associated with our review of
historical stock option granting
practices;
|
|
·
|
$6.1
million in non-recurring legal expenses and $2.8 million in restructuring
and severance-related charges associated with facility closures and
consolidation of operations; and
|
|
·
|
continued
investment in personnel strategic to our
business.
|
|
·
|
In
February 2008, the Company purchased the telecom-assets from Intel
Corporation’s Optical Platform Division for $85.0 million, of which $75.0
million plus direct transactions costs of $0.7 million was in
cash.
|
|
·
|
The
Company increased spending on capital expenditures. In fiscal
2008, capital expenditures totaled $17.2 million, which was primarily
related to the purchase of our CPV-related production lines and certain
MOCVD reactor upgrades in our Photovoltaics segment of approximately $11.5
million and additional equipment for our Fiber Optics segment of
approximately $5.8 million. In fiscal 2007, capital
expenditures totaled $10.1 million.
|
|
·
|
In
November 2006, EMCORE invested $13.5 million, and incurred $0.4 million in
transaction costs, to acquire preferred stock and warrants in WorldWater
& Solar Technologies Corporation (“WWAT”). In June 2008,
the Company agreed to sell two million shares of preferred stock of WWAT,
together with 200,000 warrants to a major shareholder of both EMCORE and
WWAT at a price equal to $6.54 per share. The sale took place
through two closings, one for one million shares and 100,000 warrants,
which closed in June 2008, and one for an equal number of shares and
warrants which closed in July 2008. Total proceeds from the sale were
approximately $13.1 million.
|
|
·
|
In
April 2008, the Company purchased common stock of Lightron Corporation, a
publicly traded Korean Corporation, for approximately $1.5
million.
|
|
·
|
In
April 2007, the Company acquired privately-held Opticomm Corporation for
$4.1 million in cash.
|
|
·
|
In
August 2006, the Company completed the sale of the assets of its EMD
division to IQE for $16.0 million, consisting of $13.0 million in cash and
$3.0 million in the form of a secured promissory note from IQE, guaranteed
by IQE's affiliates. The $3.0 million note from IQE was completely repaid
in fiscal 2007.
|
|
·
|
Proceeds
from the sale of securities deceased $45.9 million
year-over-year. In fiscal 2008, net sales of available-for-sale
securities totaled $26.4 million. In fiscal 2007, net sales of
available-for-sale securities totaled $72.3
million.
|
Number
of
Common
Stock
Shares
Outstanding
|
||||
Common
stock shares outstanding – as of October 1, 2007
|
51,048,481
|
|||
Conversion
of convertible subordinated notes to equity
|
12,186,656
|
|||
Private
placement transaction
|
8,000,000
|
|||
Acquisition
of Intel Corporation’s Optical Platform Division
|
4,422,688
|
|||
Stock
option exercises and other compensatory stock issuances
|
2,103,138
|
|||
Common
stock shares outstanding – as of September 30, 2008
|
77,760,963
|
As
of September 30, 2008
(in
millions)
|
Total
|
2009
|
2010
to 2011
|
2012
to 2013
|
2014
and
later
|
|||||||||||||||
Operating
lease obligations
|
$ | 11.7 | $ | 2.8 | $ | 4.5 | $ | 1.7 | $ | 2.7 | ||||||||||
Letters
of credit
|
2.4 | 2.4 | - | - | - | |||||||||||||||
Purchase
commitments (1)
|
226.1 | 68.4 | 134.8 | 22.9 | - | |||||||||||||||
Total
contractual cash obligations and commitments
|
$ | 240.2 | $ | 73.6 | $ | 139.3 | $ | 24.6 | $ | 2.7 |
(1)
|
The
purchase commitments primarily represent the value of purchase agreements
issued for raw materials and services that have been scheduled for
fulfillment over the next three to five
years.
|
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA
|
2008
|
2007
|
2006
|
||||||||||
Product
revenue
|
$
|
228,977
|
$
|
148,334
|
$
|
132,304
|
||||||
Service
revenue
|
10,326
|
21,272
|
11,229
|
|||||||||
Total
revenue
|
239,303
|
169,606
|
143,533
|
|||||||||
Cost
of product revenue
|
208,963
|
124,480
|
109,880
|
|||||||||
Cost
of service revenue
|
445
|
14,758
|
7,701
|
|||||||||
Total
cost of revenue
|
209,408
|
139,238
|
117,581
|
|||||||||
Gross
profit
|
29,895
|
30,368
|
25,952
|
|||||||||
Operating
expenses:
|
||||||||||||
Selling,
general and administrative
|
43,460
|
57,844
|
38,177
|
|||||||||
Research
and development
|
39,483
|
29,980
|
19,692
|
|||||||||
Impairment
of goodwill and/or intellectual property
|
22,233
|
-
|
2,233
|
|||||||||
Total
operating expenses
|
105,176
|
87,824
|
60,102
|
|||||||||
Operating
loss
|
(75,281
|
)
|
(57,456
|
)
|
(34,150
|
)
|
||||||
Other
expense (income):
|
||||||||||||
Interest
income
|
(862
|
)
|
(4,120
|
)
|
(1,286
|
)
|
||||||
Interest
expense
|
1,580
|
4,985
|
5,352
|
|||||||||
Loss
from conversion of subordinated notes
|
4,658
|
-
|
-
|
|||||||||
Loss
from convertible subordinated notes exchange offer
|
-
|
-
|
1,078
|
|||||||||
Loss
from early redemption of convertible subordinated notes
|
-
|
561
|
-
|
|||||||||
Stock-based
compensation expense from tolled options
|
4,316
|
-
|
-
|
|||||||||
Gain
from insurance proceeds
|
-
|
(357
|
)
|
-
|
||||||||
Gain
from sale of WWAT Investment
|
(7,384
|
)
|
-
|
-
|
||||||||
Impairment
of investment
|
1,461
|
-
|
500
|
|||||||||
Loss
on disposal of property, plant and equipment
|
1,064
|
210
|
424
|
|||||||||
Net
gain on sale of GELcore investment
|
-
|
-
|
(88,040
|
)
|
||||||||
Equity
in net loss of GELcore investment
|
-
|
-
|
599
|
|||||||||
Equity
in net loss of Velox investment
|
-
|
-
|
332
|
|||||||||
Foreign
exchange loss (gain)
|
746
|
(13
|
)
|
-
|
||||||||
Total
other expense (income)
|
5,579
|
1,266
|
(81,041
|
)
|
||||||||
(Loss)
income from continuing operations before income taxes
|
(80,860
|
)
|
(58,722
|
)
|
46,891
|
|||||||
Provision
for income taxes
|
-
|
-
|
1,852
|
|||||||||
(Loss)
income from continuing operations
|
(80,860
|
)
|
(58,722
|
)
|
45,039
|
|||||||
Discontinued
operations:
|
||||||||||||
Income
from discontinued operations
|
-
|
-
|
373
|
|||||||||
Gain
on disposal of discontinued operations, net of tax
|
-
|
-
|
9,511
|
|||||||||
Income
from discontinued operations
|
-
|
-
|
9,884
|
|||||||||
Net
(loss) income
|
$
|
(80,860
|
)
|
$
|
(58,722
|
)
|
$
|
54,923
|
||||
Per
share data:
|
||||||||||||
Basic
per share data:
|
||||||||||||
(Loss)
income from continuing operations
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.91
|
||||
Income
from discontinued operations
|
-
|
-
|
0.20
|
|||||||||
Net
(loss) income
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
1.11
|
||||
Diluted
per share data:
|
||||||||||||
(Loss)
income from continuing operations
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.87
|
||||
Income
from discontinued operations
|
-
|
-
|
0.19
|
|||||||||
Net
(loss) income
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
1.06
|
||||
Weighted-average
number of shares outstanding:
|
||||||||||||
Basic
|
67,568
|
51,001
|
49,687
|
|||||||||
Diluted
|
67,568
|
51,001
|
52,019
|
2008
|
2007
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
18,227
|
$
|
12,151
|
||||
Restricted
cash
|
1,854
|
1,538
|
||||||
Available-for-sale
securities
|
2,679
|
29,075
|
||||||
Accounts
receivable, net of allowance of $2,377 and $802,
respectively
|
60,313
|
38,151
|
||||||
Receivables,
related parties
|
-
|
332
|
||||||
Income
tax receivable
|
130
|
-
|
||||||
Inventory,
net
|
64,617
|
29,205
|
||||||
Prepaid
expenses and other current assets
|
6,970
|
4,350
|
||||||
Total
current assets
|
154,790
|
114,802
|
||||||
Property,
plant and equipment, net
|
83,278
|
57,257
|
||||||
Goodwill
|
52,227
|
40,990
|
||||||
Other
intangible assets, net
|
28,033
|
5,275
|
||||||
Investments
in unconsolidated affiliates
|
8,240
|
14,872
|
||||||
Available-for-sale
securities, non-current
|
1,400
|
-
|
||||||
Long-term
restricted cash
|
569
|
-
|
||||||
Other
non-current assets, net
|
741
|
1,540
|
||||||
Total
assets
|
$
|
329,278
|
$
|
234,736
|
||||
LIABILITIES
and SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$
|
52,266
|
$
|
22,685
|
||||
Accrued
expenses and other current liabilities
|
22,696
|
28,776
|
||||||
Income
taxes payable
|
594
|
137
|
||||||
Total
current liabilities
|
75,556
|
51,598
|
||||||
Convertible
subordinated notes
|
-
|
84,981
|
||||||
Total
liabilities
|
75,556
|
136,579
|
||||||
Commitments
and contingencies (Note 14)
|
||||||||
Shareholders’
equity:
|
||||||||
Preferred
stock, $0.0001 par, 5,882 shares authorized, no shares
outstanding
|
-
|
-
|
||||||
Common
stock, no par value, 200,000 shares authorized, 77,920 shares issued and
77,761 shares outstanding as of September 30, 2008; 51,208 shares issued
and 51,049 shares outstanding as of September 30, 2007
|
680,020
|
443,835
|
||||||
Accumulated
deficit
|
(424,764
|
)
|
(343,578
|
)
|
||||
Accumulated
other comprehensive income (loss)
|
549
|
(17
|
)
|
|||||
Treasury
stock, at cost; 159 shares as of September 30, 2008 and
2007
|
(2,083
|
)
|
(2,083
|
)
|
||||
Total
shareholders’ equity
|
253,722
|
98,157
|
||||||
Total
liabilities and shareholders’ equity
|
$
|
329,278
|
$
|
234,736
|
Common
Stock
Shares
|
Common
Stock
Amount
|
Accumulated
Deficit
|
Accumulated
Other Comprehensive
Income
(Loss)
|
Treasury
Stock
|
Total
Shareholders’
Equity
|
|||||||||||||||||||
Balance
at October 1, 2005
|
48,003 | $ | 416,274 | $ | (339,779 | ) | $ | - | $ | (932 | ) | $ | 75,563 | |||||||||||
Net
income (and comprehensive income)
|
54,923 | 54,923 | ||||||||||||||||||||||
Stock-based
compensation
|
4,994 | 4,994 | ||||||||||||||||||||||
Stock
option exercises
|
1,655 | 6,326 | 6,326 | |||||||||||||||||||||
Compensatory
stock issuances
|
97 | 758 | 758 | |||||||||||||||||||||
Issuance
of common stock – ESPP
|
217 | 1,108 | 1,108 | |||||||||||||||||||||
Issuance
of common stock for acquisition of:
|
||||||||||||||||||||||||
Force,
Inc.
|
240 | 1,625 | 1,625 | |||||||||||||||||||||
Phasebridge,
Inc.
|
128 | 700 | 700 | |||||||||||||||||||||
K2
Optronics, Inc.
|
549 | 4,135 | 4,135 | |||||||||||||||||||||
Shares
issued in lieu of royalties
|
53 | 418 | 418 | |||||||||||||||||||||
Treasury
stock
|
(139 | ) | (1,151 | ) | (1,151 | ) | ||||||||||||||||||
Balance
at September 30, 2006
|
50,803 | 436,338 | (284,856 | ) | - | (2,083 | ) | 149,399 | ||||||||||||||||
Net
loss
|
(58,722 | ) | (58,722 | ) | ||||||||||||||||||||
Translation
adjustment
|
(17 | ) | (17 | ) | ||||||||||||||||||||
Comprehensive
loss
|
(58,722 | ) | (17 | ) | (58,739 | ) | ||||||||||||||||||
Stock-based
compensation
|
5,939 | 5,939 | ||||||||||||||||||||||
Stock
option exercises
|
86 | 202 | 202 | |||||||||||||||||||||
Compensatory
stock issuances
|
160 | 787 | 787 | |||||||||||||||||||||
Discount
on debt due to early redemption of convertible subordinated
notes
|
293 | 293 | ||||||||||||||||||||||
Proceeds
from executives for profits received upon exercise of stock
options
|
276 | 276 | ||||||||||||||||||||||
Balance
at September 30, 2007
|
51,049 | $ | 443,835 | $ | (343,578 | ) | $ | (17 | ) | $ | (2,083 | ) | $ | 98,157 | ||||||||||
Net
loss
|
(80,860 | ) | (80,860 | ) | ||||||||||||||||||||
Translation
adjustment
|
566 | 566 | ||||||||||||||||||||||
Comprehensive
loss
|
- | - | (80,860 | ) | 566 | - | (80,294 | ) | ||||||||||||||||
Cumulative
adjustment for the implementation of FIN 48
|
(326 | ) | (326 | ) | ||||||||||||||||||||
Stock-based
compensation
|
11,278 | 11,278 | ||||||||||||||||||||||
Stock
option exercises
|
1,659 | 7,047 | 7,047 | |||||||||||||||||||||
Compensatory
stock issuances
|
178 | 1,282 | 1,282 | |||||||||||||||||||||
Issuance
of common stock - ESPP
|
121 | 679 | 679 | |||||||||||||||||||||
Proceeds
from Section 16 Officers
|
- | 31 | 31 | |||||||||||||||||||||
Conversion
of subordinated convertible notes
|
12,187 | 85,429 | 85,429 | |||||||||||||||||||||
Issuance
of common stock in private placement transaction
|
8,000 | 93,647 | 93,647 | |||||||||||||||||||||
Issuance
of common stock in Opticomm acquisition
|
145 | 707 | 707 | |||||||||||||||||||||
Issuance
of common stock in Intel acquisitions
|
4,422 | 36,085 | 36,085 | |||||||||||||||||||||
Balance
at September 30, 2008
|
77,761 | $ | 680,020 | $ | (424,764 | ) | $ | 549 | $ | (2,083 | ) | $ | 253,722 |
2008
|
2007
|
2006
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
(loss) income
|
$
|
(80,860
|
)
|
$
|
(58,722
|
)
|
$
|
54,923
|
||||
Adjustments
to reconcile net (loss) income to net cash used in operating
activities:
|
||||||||||||
Stock-based
compensation expense
|
11,278
|
5,939
|
4,727
|
|||||||||
Income
from discontinued operations
|
-
|
-
|
(373
|
)
|
||||||||
Gain
on disposal of discontinued operations
|
-
|
-
|
(9,511
|
)
|
||||||||
Gain
on sale of GELcore investment
|
-
|
-
|
(88,040
|
)
|
||||||||
Depreciation
and amortization expense
|
13,616
|
10,122
|
12,332
|
|||||||||
Loss
on disposal of property, plant and equipment
|
1,064
|
210
|
424
|
|||||||||
Provision
for doubtful accounts
|
1,892
|
1,341
|
183
|
|||||||||
Inventory
write-downs
|
5,053
|
3,513
|
1,955
|
|||||||||
Accretion
of loss from convertible subordinated notes exchange offer
|
41
|
198
|
165
|
|||||||||
Loss
from conversion of subordinated notes
|
1,169
|
-
|
-
|
|||||||||
Loss
from convertible subordinated notes exchange offer
|
-
|
-
|
1,078
|
|||||||||
Loss
from early redemption of convertible subordinated notes
|
-
|
561
|
-
|
|||||||||
Equity
in net loss of unconsolidated affiliates
|
-
|
-
|
931
|
|||||||||
Gain
from sale of WWAT investment
|
(7,384
|
)
|
-
|
-
|
||||||||
Compensatory
stock issuances
|
1,282
|
787
|
758
|
|||||||||
Reduction
of note receivable due for services received
|
520
|
521
|
521
|
|||||||||
Impairment
of goodwill and/or intellectual property
|
22,233
|
-
|
2,233
|
|||||||||
Impairment
of investment
|
1,461
|
-
|
500
|
|||||||||
Forgiveness
of shareholders’ notes receivable
|
-
|
82
|
2,613
|
|||||||||
Total
non-cash adjustments
|
52,225
|
23,274
|
(69,504
|
)
|
||||||||
Changes
in operating assets and liabilities, net of effect of
acquisitions:
|
||||||||||||
Accounts
receivable
|
(24,062
|
)
|
(10,408
|
)
|
(7,690
|
)
|
||||||
Related
party receivables
|
332
|
-
|
67
|
|||||||||
Inventory
|
(7,360
|
)
|
(8,760
|
)
|
(7,478
|
)
|
||||||
Prepaid
and other current assets
|
(2,646
|
)
|
358
|
(48
|
)
|
|||||||
Other
assets
|
(1,895
|
)
|
(631
|
)
|
(302
|
)
|
||||||
Accounts
payable
|
29,581
|
2,187
|
4,148
|
|||||||||
Accrued
expenses and other current liabilities
|
(7,257
|
)
|
6,320
|
1,248
|
||||||||
Total
change in operating assets and liabilities
|
(13,307
|
)
|
(10,934
|
)
|
(10,055
|
)
|
||||||
Net
cash used in operating activities of continuing operations
|
(41,942
|
)
|
(46,382
|
)
|
(24,636
|
)
|
||||||
Net
cash used in operating activities of discontinued
operations
|
-
|
-
|
(1,652
|
)
|
||||||||
Net
cash used in operating activities
|
(41,942
|
)
|
(46,382
|
)
|
(26,288
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||
Cash
proceeds from sale of investment
|
13,080
|
-
|
100,000
|
|||||||||
Purchase
of plant and equipment
|
(17,238
|
)
|
(10,065
|
)
|
(7,311
|
)
|
||||||
Proceeds
from insurance recovery
|
1,189
|
362
|
-
|
|||||||||
Investments
in unconsolidated affiliates
|
(1,503
|
)
|
(13,891
|
)
|
-
|
|||||||
Proceeds
from employee notes receivable
|
-
|
121
|
-
|
|||||||||
Proceeds
from notes receivable
|
-
|
3,000
|
-
|
|||||||||
Proceeds
from associated company
|
-
|
-
|
500
|
|||||||||
Purchase
of businesses, net of cash acquired
|
(75,707
|
)
|
(4,097
|
)
|
610
|
|||||||
Purchase
of available-for-sale securities
|
(7,000
|
)
|
(26,000
|
)
|
(100,325
|
)
|
||||||
Sale
of available-for-sale securities
|
33,392
|
98,300
|
19,600
|
|||||||||
Funding
of restricted cash
|
(316
|
)
|
(800
|
)
|
(138
|
)
|
||||||
Proceeds
from disposals of property, plant and equipment
|
162
|
22
|
21
|
|||||||||
Investing
activities of discontinued operations
|
-
|
-
|
11,267
|
|||||||||
Net
cash (used in) provided by investing activities
|
$
|
(53,941
|
)
|
$
|
46,952
|
$
|
24,224
|
(Continued
from previous page)
|
2008
|
2007
|
2006
|
|||||||||
Cash
flows from financing activities:
|
||||||||||||
Payments
on other long-term obligations
|
$
|
-
|
$
|
-
|
$
|
(839
|
)
|
|||||
Payments
on capital lease obligations
|
(11
|
)
|
(44
|
)
|
-
|
|||||||
Proceeds
from exercise of stock options
|
7,047
|
202
|
6,326
|
|||||||||
Proceeds
from employee stock purchase plan
|
679
|
-
|
1,108
|
|||||||||
Proceeds
from executives for profits received upon exercise of stock
options
|
31
|
276
|
-
|
|||||||||
Payments
of convertible debt obligation
|
-
|
(11,428
|
)
|
(1,350
|
)
|
|||||||
Proceeds
from private placement of common stock and warrants, Net of issuance
costs
|
93,647
|
-
|
-
|
|||||||||
Convertible
debt/equity issuance costs
|
-
|
-
|
(114
|
)
|
||||||||
Net
cash provided by (used in) financing activities
|
101,393
|
(10,994
|
)
|
5,131
|
||||||||
Effect
of foreign currency
|
566
|
(17
|
)
|
-
|
||||||||
Net
increase (decrease) in cash and cash equivalents
|
6,076
|
(10,441
|
)
|
3,067
|
||||||||
Cash
and cash equivalents at beginning of year
|
12,151
|
22,592
|
19,525
|
|||||||||
Cash
and cash equivalents at end of year
|
$
|
18,227
|
$
|
12,151
|
$
|
22,592
|
||||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||||||
Cash
paid during the period for interest
|
$
|
3,314
|
$
|
4,836
|
$
|
4,428
|
||||||
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
||||||||||||
Acquisition
of property and equipment under capital leases
|
$
|
-
|
$
|
-
|
$
|
126
|
||||||
Common
stock issued in connection with Intel acquisition
|
$
|
36,085
|
$
|
-
|
$
|
6,460
|
||||||
Common
stock issued in connection with Opticomm acquisition
|
$
|
707
|
$
|
-
|
$
|
-
|
||||||
Issuance
of common stock for conversion of convertible senior subordinated
notes
|
$
|
85,429
|
$
|
-
|
$
|
-
|
||||||
Issuance
of common stock in lieu of royalties
|
$
|
-
|
$
|
-
|
$
|
418
|
||||||
Note
receivable received in connection with sale of discontinued
operations
|
$
|
-
|
$
|
-
|
$
|
3,000
|
||||||
Purchase
of property, plant and equipment on account
|
$
|
-
|
$
|
390
|
$
|
339
|
||||||
Manufacturing
equipment received in lieu of earn-out proceeds from disposition of
discontinued operations
|
$
|
-
|
$
|
-
|
$
|
2,012
|
Estimated
Useful
Life
|
|
Buildings
|
40 years
|
Leasehold
Improvements
|
5 -
7 years
|
Machinery
and equipment
|
5 years
|
Furniture
and fixtures
|
5 years
|
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Numerator:
|
||||||||||||
(Loss)
income from continuing operations
|
$
|
(80,860
|
)
|
$
|
(58,722
|
)
|
$
|
45,039
|
||||
Denominator:
|
||||||||||||
Basic
EPS:
|
||||||||||||
Weighted
average common shares outstanding
|
67,568
|
51,001
|
49,687
|
|||||||||
Basic
EPS for (loss) income from continuing operations
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.91
|
||||
Diluted
EPS:
|
||||||||||||
Weighted
average common shares outstanding
|
67,568
|
51,001
|
49,687
|
|||||||||
Stock
options
|
-
|
-
|
2,332
|
|||||||||
67,568
|
51,001
|
52,019
|
||||||||||
Diluted
EPS for (loss) income from continuing operations
|
$
|
(1.20
|
)
|
$
|
(1.15
|
)
|
$
|
0.87
|
Number
of Shares
|
Weighted
Average Exercise Price
|
Weighted
Average
Remaining
Contractual Life
(in
years)
|
||||||||||
Outstanding
as of October 1, 2005
|
6,166,226
|
$
|
4.16
|
|||||||||
Granted
|
2,184,407
|
7.79
|
||||||||||
Exercised
|
(1,654,535
|
)
|
3.82
|
|||||||||
Cancelled
|
(463,563
|
)
|
4.57
|
|||||||||
Outstanding
as of September 30, 2006
|
6,232,535
|
$
|
5.49
|
|||||||||
Granted
|
1,340,200
|
6.24
|
||||||||||
Exercised
|
(86,484
|
)
|
2.33
|
|||||||||
Forfeited
|
(285,000
|
)
|
11.40
|
|||||||||
Cancelled
|
(1,503,485
|
)
|
9.78
|
|||||||||
Outstanding
as of September 30, 2007
|
5,697,766
|
$
|
5.46
|
|||||||||
Granted
|
4,695,250
|
7.40
|
||||||||||
Tolled
|
658,989
|
5.19
|
||||||||||
Exercised
|
(1,658,723
|
)
|
4.25
|
|||||||||
Forfeited
|
(406,898
|
)
|
6.94
|
|||||||||
Cancelled
|
(56,931
|
)
|
14.01
|
|||||||||
Outstanding
as of September 30, 2008
|
8,929,453
|
$
|
6.57
|
8.22
|
||||||||
Exercisable
as of September 30, 2008
|
2,765,276
|
$
|
5.22
|
6.12
|
||||||||
Expected
to vest after September 30, 2008
|
6,449,371
|
$
|
6.36
|
7.89
|
Number of Stock Options
Outstanding
|
Options Exercisable
|
||||||||||||||||||||
Exercise Price of Stock
Options
|
Number Outstanding
|
Weighted Average Remaining Contractual Life
(years)
|
Weighted- Average Exercise
Price
|
Number Exercisable
|
Weighted- Average Exercise
Price
|
||||||||||||||||
>=$1.00
to <$5.00
|
2,212,084 | 6.39 | $ | 3.23 | 1,533,465 | $ | 2.82 | ||||||||||||||
>=$5.00
to <$10.00
|
6,566,299 | 8.91 | $ | 7.45 | 1,142,431 | $ | 7.22 | ||||||||||||||
>$10.00 | 151,070 | 4.89 | $ | 17.08 | 89,380 | $ | 20.91 | ||||||||||||||
TOTAL
|
8,929,453 | 8.22 | $ | 6.57 | 2,765,276 | $ | 5.22 |
(in
thousands, except per share data)
|
||||||||
2008
|
2007
|
|||||||
Stock-based
compensation expense by award type:
|
||||||||
Employee
stock options
|
$ | 6,455 | $ | 5,939 | ||||
Employee
stock purchase plan
|
507 | - | ||||||
Former
employee stock options tolled
|
4,316 | - | ||||||
Total
stock-based compensation expense
|
$ | 11,278 | $ | 5,939 | ||||
Net
effect on net loss per basic and diluted share
|
$ | (0.17 | ) | $ | (0.12 | ) |
Black-Scholes
Weighted-Average Assumptions
|
2008
|
2007
|
2006
|
|||||||||
Expected
dividend yield
|
0.0
|
%
|
0.0
|
%
|
0.0
|
%
|
||||||
Expected
stock price volatility
|
71.0
|
%
|
94.0
|
%
|
97.0
|
%
|
||||||
Risk-free
interest rate
|
3.1
|
%
|
4.5
|
%
|
4.7
|
%
|
||||||
Expected
term (in years)
|
5.0
|
6.0
|
6.1
|
|||||||||
Estimated
pre-vesting forfeitures
|
17.4
|
%
|
24.9
|
%
|
18.7
|
%
|
Number
of Common Stock Shares Issued
|
Purchase
Price per Common Stock Share
|
|||||||
Amount
of shares reserved for the ESPP
|
2,000,000
|
|||||||
Number
of shares issued in calendar years 2000 through 2003
|
(398,159
|
)
|
$ |
1.87
- $40.93
|
||||
Number
of shares issued in June 2004 for first half of calendar year
2004
|
(166,507
|
)
|
$ |
2.73
|
||||
Number
of shares issued in December 2004 for second half of calendar year
2004
|
(167,546
|
)
|
$ |
2.95
|
||||
Number
of shares issued in June 2006 for first half of calendar year
2006
|
(174,169
|
)
|
$ |
2.93
|
||||
Number
of shares issued in December 2006 for second half of calendar year
2006
|
(93,619
|
)
|
$ |
3.48
|
||||
Number
of shares issued in June 2007 for first half of calendar year
2007
|
(123,857
|
)
|
$ |
6.32
|
||||
Number
of shares issued in June 2008 for first half of calendar year
2008
|
(120,791
|
)
|
$ |
5.62
|
||||
Remaining
shares reserved for the ESPP as of September 30, 2008
|
755,352
|
Number
of Common Stock Shares Available
|
||||
For
exercise of outstanding common stock options
|
8,929,453
|
|||
For
future issuances to employees under the ESPP plan
|
755,352
|
|||
For
future common stock option awards
|
287,003
|
|||
For
future exercise of warrants
|
1,400,003
|
|||
For
future issuance in relation to the acquisition of Intel’s Optical Platform
Division (See Note 5 - Acquisitions)
|
1,300,000
|
|||
Total
reserved
|
12,671,811
|
Number
of
Common
Stock
Shares
Outstanding
|
||||
Common
stock shares outstanding – as of October 1, 2007
|
51,048,481
|
|||
Conversion
of convertible subordinated notes to equity (see Note 13 -
Debt)
|
12,186,656
|
|||
Private
placement transaction
|
8,000,000
|
|||
Acquisition
of Intel’s Optical Platform Division (see Note 5 –
Acquisitions)
|
4,422,688
|
|||
Stock
option exercises and other compensatory stock issuances
|
2,103,138
|
|||
Common
stock shares outstanding – as of September 30, 2008
|
77,760,963
|
(in
thousands)
Intel’s
Optical Platform Division
|
||||
Net
purchase price
|
$
|
111,792
|
||
Net
assets acquired
|
(79,444
|
)
|
||
Excess
purchase price allocated to goodwill
|
$
|
32,348
|
Inventory
|
$
|
33,287
|
||
Fixed
assets
|
19,878
|
|||
Intangible
assets
|
26,279
|
|||
Net
assets acquired
|
$
|
79,444
|
(in
thousands, except per share data)
|
Period
Ended
September
30, 2008
|
Period
Ended
September 30,
2007
|
||||||||||||||
EMCORE
|
Pro
Forma
|
EMCORE
|
Pro
Forma
|
|||||||||||||
Revenues
|
$ | 239,303 | $ | 276,828 | $ | 169,606 | $ | 273,063 | ||||||||
Net
loss
|
(58,640 | ) | (57,285 | ) | (58,722 | ) | (55,542 | ) | ||||||||
Net
loss per basic and diluted shares
|
$ | (0.87 | ) | $ | (0.85 | ) | $ | (1.15 | ) | $ | (1.03 | ) |
(in
thousands)
Opticomm
Corporation Acquisition
|
Preliminary
|
Adjustments
|
Final
|
|||||||||
Net
purchase price
|
$ | 4,097 | $ | 781 | $ | 4,878 | ||||||
Net
assets acquired
|
(3,573 | ) | 103 | (3,470 | ) | |||||||
Excess
purchase price allocated to goodwill
|
$ | 524 | $ | 884 | $ | 1,408 |
Working
capital
|
$ | 1,058 | $ | 223 | $ | 1,281 | ||||||
Fixed
assets
|
81 | - | 81 | |||||||||
Intangible
assets
|
2,504 | (326 | ) | 2,178 | ||||||||
Current
liabilities
|
(70 | ) | - | (70 | ) | |||||||
Net
assets acquired
|
$ | 3,573 | $ | (103 | ) | $ | 3,470 |
(in
thousands)
|
Amount
Incurred in Period
|
Cumulative
Amount Incurred to Date
|
Amount
Expected in Future Periods
|
Total
Amount Expected to be Incurred
|
Accrual
as of September 30, 2008
|
|||||||||||||||
One-time
termination benefits
|
$ | 96 | $ | 3,275 | $ | - | $ | 3,275 | $ | 79 | ||||||||||
Contract
termination Costs
|
- | 590 | - | 590 | 152 | |||||||||||||||
Other
associated costs
|
- | 3,436 | - | 3,436 | 100 | |||||||||||||||
Total
restructuring charges
|
$ | 96 | $ | 7,301 | $ | - | $ | 7,301 | $ | 331 |
(in
thousands)
|
||||
Balance
at September 30, 2006
|
$
|
256
|
||
Increase
in liability due to restructuring activities within our Photovoltaics
segment
|
3,752
|
|||
Costs
paid or otherwise settled
|
(1,896
|
)
|
||
Balance
at September 30, 2007
|
2,112
|
|||
Increase
in liability due to restructuring activities within our Fiber Optics
segment
|
96
|
|||
Costs
paid or otherwise settled
|
(1,877
|
)
|
||
Balance
at September 30, 2008
|
$
|
331
|
(in
thousands)
|
2008
|
2007
|
||||||
Accounts
receivable
|
$
|
57,703
|
$
|
35,558
|
||||
Accounts
receivable – unbilled
|
4,987
|
3,395
|
||||||
Accounts
receivable, gross
|
62,690
|
38,953
|
||||||
Allowance
for doubtful accounts
|
(2,377
|
)
|
(802
|
)
|
||||
Total
accounts receivable, net
|
$
|
60,313
|
$
|
38,151
|
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Balance
at beginning of year
|
$
|
802
|
$
|
552
|
$
|
320
|
||||||
Charge
to provision (recovery)
|
1,892
|
494
|
364
|
|||||||||
Write-offs
(deductions against receivables)
|
(317
|
)
|
(244
|
)
|
(132
|
)
|
||||||
Balance
at end of year
|
$
|
2,377
|
$
|
802
|
$
|
552
|
(in
thousands)
|
2008
|
2007
|
||||||
Raw
Materials
|
$
|
38,304
|
$
|
19,884
|
||||
Work-in-process
|
7,293
|
6,842
|
||||||
Finished
goods
|
32,010
|
10,891
|
||||||
Inventory,
gross
|
77,607
|
37,617
|
||||||
Less:
reserves
|
(12,990
|
)
|
(8,412
|
)
|
||||
Total
inventory, net
|
$
|
64,617
|
$
|
29,205
|
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Balance
at beginning of year
|
$
|
8,412
|
$
|
6,472
|
$
|
8,039
|
||||||
Account
adjustments charged to cost of sales
|
5,053
|
3,513
|
1,955
|
|||||||||
Write-offs
|
(475
|
)
|
(1,573
|
)
|
(3,522
|
)
|
||||||
Balance
at end of year
|
$
|
12,990
|
$
|
8,412
|
$
|
6,472
|
(in
thousands)
|
2008
|
2007
|
||||||
Land
|
$
|
1,502
|
$
|
1,502
|
||||
Building
and improvements
|
44,607
|
43,397
|
||||||
Equipment
|
106,947
|
75,631
|
||||||
Furniture
and fixtures
|
5,403
|
5,643
|
||||||
Leasehold
improvements
|
478
|
2,141
|
||||||
Construction
in progress
|
4,395
|
3,744
|
||||||
Property,
plant and equipment, gross
|
163,332
|
132,058
|
||||||
Less:
accumulated depreciation and amortization
|
(80,054
|
)
|
(74,801
|
)
|
||||
Total
property, plant and equipment, net
|
$
|
83,278
|
$
|
57,257
|
(in
thousands)
|
Fiber
Optics
|
Photovoltaics
|
Total
|
|||||||||
Balance
at September 30, 2006
|
$ |
20,063
|
$ |
20,384
|
$ |
40,447
|
||||||
Acquisition
– Opticomm Corporation
|
524
|
-
|
524
|
|||||||||
Acquisition
– earn-out payments
|
19
|
-
|
19
|
|||||||||
Balance
at September 30, 2007
|
20,606
|
20,384
|
40,990
|
|||||||||
Acquisition
– earn-out payments
|
771
|
-
|
771
|
|||||||||
Acquisition
– Intel’s Optical Platform Division
|
32,348
|
-
|
32,348
|
|||||||||
Final
purchase price allocation adjustment: Opticomm acquisition
|
118
|
-
|
118
|
|||||||||
Impairment of goodwill | (22,000 | ) |
-
|
(22,000 | ) | |||||||
Balance
at September 30, 2008
|
$
|
31,843
|
$
|
20,384
|
$
|
52,227
|
(in
thousands)
|
As of September 30,
2008
|
As of September 30,
2007
|
||||||||||||||||||||||
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
Gross
Assets
|
Accumulated
Amortization
|
Net
Assets
|
|||||||||||||||||||
Fiber
Optics
|
$ | 35,991 | $ | (8,502 | ) | $ | 27,489 | $ | 10,675 | $ | (5,755 | ) | $ | 4,920 | ||||||||||
Photovoltaics
|
956 | (412 | ) | 544 | 2,515 | (2,160 | ) | 355 | ||||||||||||||||
Total
|
$ | 36,947 | $ | (8,914 | ) | $ | 28,033 | $ | 13,190 | $ | (7,915 | ) | $ | 5,275 |
(in
thousands)
|
||||
Fiscal
year ending:
|
||||
September
30, 2009
|
$
|
5,691
|
||
September
30, 2010
|
5,578
|
|||
September
30, 2011
|
4,163
|
|||
September
30, 2012
|
3,105
|
|||
September
30, 2013
|
2,876
|
|||
Thereafter
|
6,620
|
|||
Total
future amortization expense
|
$
|
28,033
|
(in
thousands)
|
2008
|
2007
|
||||||
Compensation-related
|
$
|
6,640
|
8,398
|
|||||
Interest
|
-
|
1,775
|
||||||
Warranty
|
4,640
|
1,310
|
||||||
Professional
fees
|
2,099
|
6,213
|
||||||
Royalty
|
1,414
|
705
|
||||||
Self
insurance
|
1,044
|
794
|
||||||
Deferred
revenue and customer deposits
|
1,422
|
687
|
||||||
Tax-related
|
2,961
|
3,460
|
||||||
Acquisition-related
|
-
|
310
|
||||||
Accrued
program loss
|
843
|
-
|
||||||
Inventory
obligation
|
982
|
1,499
|
||||||
Restructuring
accrual
|
331
|
2,112
|
||||||
Other
|
320
|
1,513
|
||||||
Total
accrued expenses and other current liabilities
|
$
|
22,696
|
28,776
|
(in
thousands)
For
the fiscal years ended September 30, 2008 and 2007
|
2008
|
2007
|
||||||
Balance
at beginning of year
|
$
|
1,310
|
$
|
1,074
|
||||
Provision
adjustments
|
3,330
|
236
|
||||||
Utilization
of warranty accrual
|
-
|
-
|
||||||
Balance
at end of year
|
$
|
4,640
|
$
|
1,310
|
(in
thousands)
Operating
Leases
|
||||
Fiscal
year ending:
|
||||
September
30, 2009
|
$
|
2,766
|
||
September
30, 2010
|
2,609
|
|||
September
30, 2011
|
1,865
|
|||
September
30, 2012
|
1,076
|
|||
September
30, 2013
|
565
|
|||
Thereafter
|
2,776
|
|||
Total
minimum lease payments
|
$
|
11,657
|
(dollars
in millions)
|
|
Years
Ended September 30,
|
||||||||||
|
2008
|
2007
|
2006
|
|||||||||
Income
tax (benefit ) expense computed at U.S. Federal statutory
rate
|
|
$
|
(27.5
|
)
|
$
|
(19.5
|
)
|
$
|
16.4
|
|||
State
taxes, net of U.S. Federal effect
|
|
(4.1
|
)
|
(3.4
|
)
|
2.7
|
||||||
Non-deductible
executive compensation
|
|
-
|
-
|
0.9
|
||||||||
Debt
Conversion
|
1.6
|
-
|
-
|
|||||||||
Other
|
0.8
|
-
|
-
|
|||||||||
Valuation
allowance
|
|
29.2
|
22.9
|
(18.1
|
)
|
|||||||
Income
tax expense (benefit)
|
|
$
|
-
|
$
|
-
|
$
|
1.9
|
|||||
Effective
tax rate
|
0%
|
0%
|
3.95
|
%
|
(in
thousands)
|
September
30, 2008
|
September
30, 2007
|
||||||
Deferred
tax assets (liabilities):
|
||||||||
Federal
net operating loss carryforwards
|
$ | 110,963 | $ | 84,539 | ||||
Foreign net operating loss carryforwards | 1,814 | |||||||
Research
credit carryforwards (state and U.S. Federal)
|
2,338 | 1,951 | ||||||
Inventory
reserves
|
5,200 | 2,797 | ||||||
Accounts
receivable reserves
|
992 | 226 | ||||||
Accrued
warranty reserve
|
1,937 | 445 | ||||||
State
net operating loss carryforwards
|
20,128 | 16,403 | ||||||
Investment
write-down
|
6,461 | 4,766 | ||||||
Legal
reserves
|
426 | 1,831 | ||||||
Deferred
compensation
|
1,756 | 2,588 | ||||||
Tax
reserves
|
663 | 1,112 | ||||||
Other
|
1,471 | 538 | ||||||
Fixed
assets and intangibles
|
3,901 | (6,611 | ) | |||||
Total
deferred tax assets
|
158,050 | 110,585 | ||||||
Valuation
allowance
|
(158,050 | ) | (110,585 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
(in
thousands)
|
||||
Balance
at October 1, 2007:
|
$
|
338
|
||
Additions
based on tax positions related to the current year
|
-
|
|||
Additions
for tax positions of prior years
|
-
|
|||
Reductions
for tax positions of prior years
|
-
|
|||
Expiration
of statute of limitations
|
-
|
|||
Balance
at September 30, 2008
|
$
|
338
|
Segment
Revenue
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
|||||||||||||||||||
Fiber
Optics
|
$
|
171,276
|
72
|
%
|
$
|
110,377
|
65
|
%
|
$
|
104,852
|
73
|
%
|
||||||||||||
Photovoltaics
|
68,027
|
28
|
59,229
|
35
|
38,681
|
27
|
||||||||||||||||||
Total
revenue
|
$
|
239,303
|
100
|
%
|
$
|
169,606
|
100
|
%
|
$
|
143,533
|
100
|
%
|
Geographic
Revenue
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||||||||||||||
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
Revenue
|
% of Revenue
|
|||||||||||||||||||
United
States
|
$
|
134,796
|
56
|
%
|
$
|
124,012
|
73
|
%
|
$
|
109,614
|
76
|
%
|
||||||||||||
Asia
|
73,311
|
31
|
34,574
|
20
|
28,537
|
20
|
||||||||||||||||||
Europe
|
20,420
|
8
|
10,821
|
7
|
4,152
|
3
|
||||||||||||||||||
Other
|
10,776
|
5
|
199
|
-
|
1,230
|
1
|
||||||||||||||||||
Total
revenue
|
$
|
239,303
|
100
|
%
|
$
|
169,606
|
100
|
%
|
$
|
143,533
|
100
|
%
|
Significant
Customers
As
a percentage of total consolidated revenue
|
2008
|
2007
|
2006
|
|||||||||
Fiber
Optics-related customers:
|
||||||||||||
Customer
A
|
14
|
%
|
-
|
-
|
||||||||
Customer
B
|
12
|
%
|
-
|
-
|
||||||||
Customer
C
|
-
|
13
|
%
|
-
|
||||||||
Customer
D
|
-
|
-
|
12
|
%
|
||||||||
Photovoltaics
– related customer:
|
||||||||||||
Customer
E
|
-
|
11
|
%
|
-
|
Statement
of Operations Data
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Operating
loss by segment:
|
||||||||||||
Fiber
Optics
|
$
|
(49,903
|
)
|
$
|
(25,877
|
)
|
$
|
(18,950
|
)
|
|||
Photovoltaics
|
(25,238
|
)
|
(11,202
|
)
|
(8,365
|
)
|
||||||
Corporate
|
(140
|
)
|
(20,377
|
)
|
(6,835
|
)
|
||||||
Operating
loss
|
$
|
(75,281
|
)
|
$
|
(57,456
|
)
|
$
|
(34,150
|
)
|
Segment
Depreciation and Amortization
(in
thousands)
|
2008
|
2007
|
2006
|
|||||||||
Fiber
Optics
|
$
|
9,067
|
$
|
6,991
|
$
|
8,378
|
||||||
Photovoltaics
|
4,472
|
2,860
|
3,470
|
|||||||||
Corporate
|
77
|
271
|
484
|
|||||||||
Total
depreciation and amortization
|
$
|
13,616
|
$
|
10,122
|
$
|
12,332
|
Long-lived
Assets
(in
thousands)
|
2008
|
2007
|
||||||
Fiber
Optics
|
$
|
107,684
|
$
|
56,816
|
||||
Photovoltaics
|
55,232
|
46,706
|
||||||
Corporate
|
622
|
-
|
||||||
Total
long-lived assets
|
$
|
163,538
|
$
|
103,522
|
Statements
of Operations
Fiscal
2008
(in
thousands, except per share data)
|
Quarter
1
December
31,
2007
|
Quarter
2
March
31,
2008
|
Quarter
3
June
30,
2008
|
Quarter
4
September
30, 2008
|
||||||||||||
Product
revenue
|
$
|
44,501
|
$
|
54,236
|
$
|
71,941
|
$
|
58,299
|
||||||||
Service
revenue
|
2,386
|
2,043
|
3,561
|
2,336
|
||||||||||||
Total
revenue
|
46,887
|
56,279
|
75,502
|
60,635
|
||||||||||||
Cost
of product revenue
|
36,611
|
49,556
|
61,763
|
61,033
|
||||||||||||
Cost
of service revenue
|
173
|
75
|
93
|
104
|
||||||||||||
Total
cost of revenue
|
36,784
|
49,631
|
61,856
|
61,137
|
||||||||||||
Gross
profit
|
10,103
|
6,648
|
13,646
|
(502
|
)
|
|||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative
|
11,863
|
10,263
|
13,906
|
7,428
|
||||||||||||
Research
and development
|
7,420
|
9,330
|
11,382
|
11,351
|
||||||||||||
Impairment
of goodwill and/or intellectual property
|
-
|
-
|
-
|
22,233
|
(1) | |||||||||||
Total
operating expenses
|
19,283
|
19,593
|
25,288
|
41,012
|
||||||||||||
Operating
loss
|
(9,180
|
)
|
(12,945
|
)
|
(11,642
|
)
|
(41,514
|
)
|
||||||||
Other
(income) expense:
|
||||||||||||||||
Interest
income
|
(427
|
)
|
(227
|
)
|
(124
|
)
|
(84
|
)
|
||||||||
Interest
expense
|
1,205
|
375
|
-
|
-
|
||||||||||||
Impairment
of investment
|
-
|
-
|
-
|
1,461
|
||||||||||||
Loss
from conversion of convertible subordinated
notes
|
-
|
4,658
|
-
|
-
|
||||||||||||
Stock-based
compensation expense from tolled options
|
4,374
|
(58
|
)
|
-
|
-
|
|||||||||||
Loss
on disposal of property, plant and equipment
|
86
|
-
|
-
|
978
|
||||||||||||
Gain
on sale of WWAT investment
|
-
|
-
|
(3,692
|
)
|
(3,692
|
)
|
||||||||||
Foreign
exchange (gain) loss
|
(12
|
)
|
(186
|
)
|
(104
|
)
|
1,048
|
|||||||||
Total
other (income) expenses
|
5,226
|
4,562
|
(3,920
|
)
|
(289
|
)
|
||||||||||
Net
loss
|
$
|
(14,406
|
)
|
$
|
(17,507
|
)
|
$
|
(7,722
|
)
|
$
|
(41,225
|
)
|
||||
Per
share data:
|
||||||||||||||||
Basic
and diluted per share data:
|
||||||||||||||||
Net
loss
|
$
|
(0.28
|
)
|
$
|
(0.27
|
)
|
$
|
(0.10
|
)
|
$
|
(0.53
|
)
|
||||
Weighted-average
number of shares outstanding:
|
||||||||||||||||
Basic
and diluted
|
$
|
52,232
|
$
|
64,560
|
$
|
76,582
|
$
|
77,734
|
Statements
of Operations
Fiscal
2007
(in
thousands, except per share data)
|
Quarter
1
December
31,
2006
|
Quarter
2
March
31,
2007
|
Quarter
3
June
30,
2007
|
Quarter
4
September
30, 2007
|
||||||||||||
Product
revenue
|
$
|
35,626
|
$
|
33,716
|
$
|
39,565
|
$
|
39,427
|
||||||||
Service
revenue
|
2,970
|
5,882
|
4,863
|
7,557
|
||||||||||||
Total
revenue
|
38,596
|
39,598
|
44,428
|
46,984
|
||||||||||||
Cost
of product revenue
|
30,941
|
28,170
|
32,181
|
33,188
|
||||||||||||
Cost
of service revenue
|
2,159
|
4,459
|
2,542
|
5,598
|
||||||||||||
Total
cost of revenue
|
33,100
|
32,629
|
34,723
|
38,786
|
||||||||||||
Gross
profit
|
5,496
|
6,969
|
9,705
|
8,198
|
||||||||||||
Operating
expenses:
|
||||||||||||||||
Selling,
general and administrative
|
12,539
|
13,143
|
15,516
|
16,646
|
||||||||||||
Research
and development
|
6,611
|
7,528
|
7,668
|
8,173
|
||||||||||||
Total
operating expenses
|
19,150
|
20,671
|
23,
184
|
24,819
|
||||||||||||
Operating
loss
|
(13,654
|
)
|
(13,702
|
)
|
(13,479
|
)
|
(16,621
|
)
|
||||||||
Other
(income) expense:
|
||||||||||||||||
Interest
income
|
(1,651
|
)
|
(1,169
|
)
|
(723
|
)
|
(577
|
)
|
||||||||
Interest
expense
|
1,262
|
1,260
|
1,254
|
1,209
|
||||||||||||
Loss
from early redemption of convertible subordinated notes
|
-
|
-
|
561
|
-
|
||||||||||||
Gain
from insurance proceeds
|
-
|
(357
|
)
|
-
|
-
|
|||||||||||
Loss
on disposal of property, plant and equipment
|
-
|
-
|
-
|
210
|
||||||||||||
Foreign
exchange gain
|
-
|
-
|
(12
|
)
|
(1
|
)
|
||||||||||
Total
other (income) expenses
|
(389
|
)
|
(266
|
)
|
1,080
|
841
|
||||||||||
Net
loss from continuing operations
|
$
|
(13,265
|
)
|
$
|
(13,436
|
)
|
$
|
(14,559
|
)
|
$
|
(17,462
|
)
|
||||
Per
share data:
|
||||||||||||||||
Basic
and diluted per share data:
|
||||||||||||||||
Net
loss from continuing Operations
|
$
|
(0.26
|
)
|
$
|
(0.26
|
)
|
$
|
(0.29
|
)
|
$
|
(0.34
|
)
|
||||
Weighted-average
number of shares outstanding:
|
||||||||||||||||
Basic
and diluted
|
50,875
|
50,947
|
51,043
|
51,081
|
1.
|
Tender
Offer
|
ITEM 9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
ITEM 9A.
|
Controls
and Procedures
|
|
1)
|
pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
2)
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that
receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the
Company; and
|
3)
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that
could have a material effect on the financial
statements.
|
ITEM 9B.
|
Other
Information
|
ITEM 10.
|
Directors,
Executive Officers and Corporate
Governance
|
ITEM 11.
|
Executive
Compensation
|
ITEM 12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
ITEM 13.
|
Certain
Relationships, Related Transactions and Director
Independence
|
ITEM 14.
|
Principal
Accounting Fees and Services
|
ITEM 15.
|
Exhibits
and Financial Statement Schedules.
|
(a)(1)
|
Financial
Statements
|
(a)(2)
|
Financial
Statement Schedules
|
(a)(3)
|
Exhibits
|
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).
|
2.2
|
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).
|
2.3
|
Membership
Interest Purchase Agreement, dated as of August 31, 2006, by and between
General Electric Company, acting through the GE Lighting operations of its
Consumer and Industrial division, and EMCORE Corporation (incorporated by
reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed
on September 7, 2006).
|
2.4
|
Stock
Purchase Agreement, dated as of April 13, 2007, by and among Registrant,
Opticomm Corporation and the persons named on Exhibit 1 thereto
(incorporated by reference to Exhibit 2.1 to Registrant’s Current Report
on Form 8-K filed April 19, 2007).
|
2.5*
|
Loan
and Security Agreement dated as of September 29, 2008, between Bank of
America, N.A. and Registrant.
|
2.6
|
Asset
Purchase Agreement, dated December 17, 2007, between EMCORE Corporation
and Intel Corporation (incorporated by reference to Exhibit 2.1 to the
Registrant’s Form 10-Q filed on February 11, 2008)
|
2.7
|
Asset
Purchase Agreement, dated April 9, 2008, between EMCORE Corporation and
Intel Corporation (incorporated by reference to Exhibit 2.1 to the
Registrant’s Form 10-Q filed on May 12, 2008)
|
2.8
|
Securities
Purchase Agreement, dated February 15, 2008, between EMCORE Corporation
and each investor identified on the signature pages thereto (Filed as part
of the Company’s Current Report on Form 8-K, Commission file no.
000-22175, dated February 20, 2008, and incorporated herein by
reference)
|
3.1
|
Restated
Certificate of Incorporation, dated April 4, 2008 (incorporated by
reference to Exhibit 3.1 to Registrant's Current Report on Form 8-K filed
on April 4, 2008).
|
3.2
|
Amended
By-Laws, as amended through August 7, 2008 (incorporated by reference to
Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed on August 13,
2008).
|
4.1
|
Registration
Rights Agreement, dated February 15, 2008, between EMCORE Corporation and
the investors identified on the signature pages thereto (Filed as part of
the Company’s Current Report on Form 8-K, Commission file no. 000-22175,
dated February 20, 2008, and incorporated herein by
reference)
|
4.2
|
Form
of Warrant, dated February 15, 2008 (Filed as part of the Company’s
Current Report on Form 8-K, Commission file no. 000-22175, dated February
20, 2008, and incorporated herein by reference)
|
4.3
|
Specimen
certificate for shares of common stock (incorporated by reference to
Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1
(File No. 333-18565) filed with the Commission on February 24,
1997).
|
10.1†
|
1995
Incentive and Non-Statutory Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Amendment No. 1 to the Registration Statement on
Form S-1 filed on February 6,
1997).
|
10.2†
|
1996
Amendment to Option Plan (incorporated by reference to Exhibit 10.2 to
Amendment No. 1 to the Registration Statement on Form S-1 filed on
February 6, 1997).
|
10.3†
|
MicroOptical
Devices 1996 Stock Option Plan (incorporated by reference to Exhibit 99.1
to the Registration Statement on Form S-8 filed on February 6,
1998).
|
10.4†
|
2000
Stock Option Plan, as amended and restated on March 31, 2008 (incorporated
by reference to the attached Exhibit to the Company’s Definitive Proxy
Statement filed on March 4, 2008).
|
10.5†
|
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).
|
10.6†
|
Directors’
Stock Award Plan (incorporated herein by reference to Exhibit 99.1 to
Registrant’s Original Registration Statement of Form S-8 filed on November
5, 1997), as amended by the Registration Statement on Form S-8 filed on
August 10, 2004.
|
10.7
|
Memorandum
of Understanding, dated as of September 26, 2007 between Lewis Edelstein
and Registrant regarding shareholder derivative litigation (incorporated
by reference to Exhibit 10.10 to Registrant’s Annual Report on Form 10-K
for the fiscal year ended September 20, 2006).
|
10.8†
|
Fiscal
2008 Executive Bonus Plan (incorporated by reference to Exhibit
10.1 the Registrant’s Form 10-Q filed on May 12, 2008).
|
10.9†
|
Executive
Severance Policy (incorporated by reference to Exhibit 10.2 to
Registrant’s Current Report on Form 8-K filed on April 19,
2007).
|
10.10†
|
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).
|
10.11
|
Exchange
Agreement, dated as of November 10, 2005, by and between Alexandra Global
Master Fund Ltd. and Registrant (incorporated by reference to Exhibit
10.15 to Registrant’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2005).
|
10.12
|
Consent
to Amendment and Waiver, dated as of April 9, 2007, by and among EMCORE
Corporation and certain holders of the 2004 Notes party thereto
(incorporated by reference to Exhibit 10.1 to Registrant’s Current Report
on Form 8-K filed on April 10, 2007).
|
10.13
|
Consent
to Amendment and Waiver, dated as of April 9, 2007, by and between EMCORE
Corporation and the holder of the 2005 Notes (incorporated by reference to
Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on April 10,
2007).
|
10.14
|
Investment
Agreement between WorldWater and Power Corp. and Registrant, dated
November 29, 2006 (incorporated by reference to Exhibit 10.1 to
Registrant’s Current Report on Form 8-K filed on December 5,
2006).
|
10.15
|
Registration
Rights Agreement between WorldWater and Power Corp. and Registrant, dated
November 29, 2006 (incorporated by reference to Exhibit 10.1 to
Registrant’s Current Report on Form 8-K filed on December 5,
2006).
|
10.16
|
Letter
Agreement between WorldWater and Power Corp. and Registrant, dated
November 29, 2006 (incorporated by reference to Exhibit 10.3 to
Registrant’s Current Report on Form 8-K filed on December 5, 2006).
Confidential Treatment has been requested by the Company with respect to
portions of this document. Such portions are indicated by
“*****”.
|
10.17†
|
Dr.
Hong Hou Offer Letter dated December 14, 2006 (incorporated by reference
to Exhibit 10.1 to Registrant’s Current Report filed on December 20,
2006).
|
10.18
|
Stipulation
of Compromise and Settlement, dated as of November 28, 2007 executed by
the Company and the other defendants and the plaintiffs in the Federal
Court Action and the State Court Actions (incorporated by reference to
Exhibit 10.19 to the Registrant’s Form 10-K filed of December 31,
2007).
|
10.19†
|
2008
Director’s Stock Award Plan (incorporated by reference to Exhibit 10.1 to
Registrant’s Form 10-Q filed on February 11, 2008).
|
10.20†*
|
Mr.
John M. Markovich Offer Letter dated August 7, 2008.
|
14.1
|
Code
of Ethics for Financial Professionals (incorporated by reference to
Exhibit 14.1 to Registrant’s Annual Report on Form 10-K for the fiscal
year ended September 30, 2003).
|
21.1*
|
Subsidiaries
of the Registrant.
|
23.1*
|
Consent
of Deloitte & Touche LLP.
|
31.1*
|
Certificate
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, dated December 30, 2008.
|
31.2*
|
Certificate
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, dated December 30,
2008.
|
EMCORE
CORPORATION
|
|||
Date:
December 30, 2008
|
By:
|
/s/
Hong Q. Hou, Ph.D.
|
|
Hong
Q. Hou, Ph.D.
|
|||
President
and Chief Executive Officer
(Principal
Executive Officer)
|
Signature
|
Title
|
|
/s/ Thomas Russell |
Chairman
Emeritus and Lead Director
|
|
Thomas
J. Russell, Ph.D
|
||
/s/ Reuben Richards |
Executive
Chairman & Chairman of the Board
|
|
Reuben
F. Richards, Jr.
|
||
/s/ Hong Hou |
Chief
Executive Officer and Director (Principal Executive
Officer)
|
|
Hong
Q. Hou, Ph.D
|
||
/s/ John M. Markovich |
Chief
Financial Officer (Principal Financial and Accounting
Officer)
|
|
John
M. Markovich
|
||
/s/ Charles Scott |
Director
|
|
Charles
T. Scott
|
||
/s/ John Gillen |
Director
|
|
John
Gillen
|
||
/s/ Robert Bogomolny |
Director
|
|
Robert
Bogomolny
|