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Emcore Corp · 10-K · For 9/30/05

Filed On 12/14/05 12:16pm ET   ·   SEC File 0-22175   ·   Accession Number 808326-5-110

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  As Of               Filer                 Filing     As/For/On Docs:Pgs

12/14/05  Emcore Corp                       10-K        9/30/05   11:441

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Emcore Corporation Fy'05 10-K Annual Report         HTML  1,303K 
 2: EX-4.5      Emcore Corp. Fy'05 10-K EX-4.5 November 2005 Note   HTML     74K 
 3: EX-4.6      Emcore Corp. Fy'05 10-K EX-4.6 November 2005        HTML    456K 
                          Indenture                                              
 4: EX-10.14    Emcore Corp. Fy'05 10-K EX-10.14 Svb Non-Recourse   HTML     82K 
                          Receivables Purchase Agmt                              
 5: EX-10.15    Emcore Corp. Fy'05 10-K EX-10.15 Exchange           HTML    166K 
                          Agreement                                              
 6: EX-21.1     Emcore Corp. Fy'05 10-K EX-21.1 Subsidiaries        HTML      7K 
 7: EX-23.1     Emcore Corp. Fy'05 10-K EX-23.1 Consent of          HTML      9K 
                          Deloitte &Amp; Touche Llp                              
 8: EX-31.1     Emcore Corp. Fy'05 10-K EX-31.1 Ceo 302             HTML     18K 
                          Certification                                          
 9: EX-31.2     Emcore Corp. Fy'05 10-K EX-31.2 Cfo 302             HTML     18K 
                          Certification                                          
10: EX-32.1     Emcore Corp. Fy'05 10-K EX-32.1 Ceo 906             HTML     10K 
                          Certification                                          
11: EX-32.2     Emcore Corp. Fy'05 10-K EX-32.2 Cfo 906             HTML     10K 
                          Certification                                          


10-K   ·   Emcore Corporation Fy'05 10-K Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Item 1
"Item 2
"Item 3
"Item 4
"Item 5
"Item 6
"Item 7
"Item 7A
"Item 8
"Consolidated Statements of Operations for the fiscal years ended September 30, 2005, 2004, and 2003
"Consolidated Balance Sheets as of September 30, 2005 and 2004
"Consolidated Statements of Shareholders Equity for the fiscal years ended September 30, 2005, 2004, and 2003
"Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2005, 2004, and 2003
"Notes to Consolidated Financial Statements
"Report of Independent Registered Public Accounting Firm
"Item 9
"Item 9A
"Item 9B
"Item 10
"Item 11
"Item 12
"Item 13
"Item 14
"Item 15
"Signatures

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-K
 
x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:  September 30, 2005
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
 
Commission File Number: 0-22175
 
Picture -- EMCORE Logo
 
EMCORE Corporation
(Exact name of registrant as specified in its charter)
 
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
 
22-2746503
(I.R.S. Employer Identification No.)
 
145 Belmont Drive, Somerset, NJ 08873
(Address of principal executive offices, including zip code)
 
(732) 271-9090
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:  None
 
Securities registered pursuant to Section 12(g) of the Act:  Common Stock, No Par Value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨ Yes   x No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    ¨ Yes   x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   x Yes   ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   x Yes   ¨ No
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ¨ Yes   x No

The aggregate market value of common stock held by non-affiliates of the registrant as of March 31, 2005 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $123,924,639, based on the closing sale price of $3.37 per share of common stock as reported on the NASDAQ National Market.

The number of shares outstanding of the registrant’s no par value common stock as of December 2, 2005 was 48,243,280.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the Definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held February 13, 2006 are incorporated by reference in Part III.
 
 
 
 
 

 
 
 
EMCORE Corporation
Form 10-K
For the Fiscal Year Ended September 30, 2005
 
INDEX

   
Part I
 
   
Business.
   
Properties.
   
Legal Proceedings.
   
Submission of Matters to a Vote of Security Holders.
   
Part II
 
   
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
   
Selected Financial Data.
   
Management’s Discussion and Analysis of Financial Condition and Results of Operation.
   
Quantitative and Qualitative Disclosures About Market Risk.
   
Financial Statements and Supplementary Data.
   
 
   
 
   
 
   
 
   
 
   
 
   
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
   
Controls and Procedures.
   
Other Information.
   
Part III
 
   
Directors and Executive Officers of the Registrant.
   
Executive Compensation.
   
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
   
Certain Relationships and Related Transactions.
   
Principal Accounting Fees and Services.
   
Part IV
 
   
Exhibits, Financial Statement Schedules.
   
 
   
 
 
 
 
 

 
 
 
Forward-Looking Statements
 
This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934. These forward-looking statements are based largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward- looking statements may be identified by the use of terms and phrases such as "expects", "anticipates", "intends", "plans", believes", "estimates", “targets”, “can”, “may”, “could”, “will”, and variations of these terms and similar phrases. Management cautions that these forward-looking statements are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results to be materially different from those discussed in these forward-looking statements. Factors that could contribute to these differences include, but are not limited to, those discussed under “Risk Factors”, “Forward-Looking Statements”, and elsewhere in this Report. The cautionary statements made in this Report should be read as being applicable to all forward-looking statements wherever they appear in this Report. This discussion should be read in conjunction with the consolidated financial statements, including the related footnotes.

These forward-looking statements include, without limitation, any and all statements or implications regarding:

 
 
·  
The ability of EMCORE Corporation (EMCORE) to remain competitive and a leader in its industry and the future growth of the company, the industry, and the economy in general;
 
 
 
·  
Difficulties in integrating recent or future acquisitions into our operations;
 
 
 
·  
The expected level and timing of benefits to EMCORE from on-going cost reduction efforts, including (i) expected cost reductions and their impact on our financial performance, (ii) our continued leadership in technology and manufacturing in its markets, and (iii) our belief that the cost reduction efforts will not impact product development or manufacturing execution;
 
 
 
·  
Expected improvements in our product and technology development programs;

 
 
·  
Whether our products will (i) be successfully introduced or marketed, (ii) be qualified and purchased by our customers, or (iii) perform to any particular specifications or performance or reliability standards; and/or

 
 
·  
Guidance provided by EMCORE regarding our expected financial performance in current or future periods, including, without limitation, with respect to anticipated revenues, income, or cash flows for any period in fiscal 2006 and subsequent periods.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected, including without limitation, the following:

 
 
·  
EMCORE’s cost reduction efforts may not be successful in achieving their expected benefits, or may negatively impact our operations;

 
 
·  
The failure of our products (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and (iv) to successfully compete with products offered by our competitors; and/or

 
 
·  
Other risks and uncertainties described in EMCORE’s filings with the Securities and Exchange Commission (SEC) (including under the heading “Risk Factors” in this Annual Report on Form 10-K) such as: cancellations, rescheduling, or delays in product shipments; manufacturing capacity constraints; lengthy sales and qualification cycles; difficulties in the production process; changes in semiconductor industry growth; increased competition; delays in developing and commercializing new products; and other factors.

Neither management nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. Forward-looking statements are made only as of the date of this Report and subsequent facts or circumstances may contradict, obviate, undermine, or otherwise fail to support or substantiate such statements. We assume no obligation to update the matters discussed in this Annual Report on Form 10-K to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.
 
 
 
 
 

 
 
 
PART I
 
Business.
 
 For specific information about our company, our products or the markets we serve, please visit our website at http://www.emcore.com. The information on EMCORE’s website is not incorporated by reference into and is not made a part of this report. All of our SEC filings available on our website are accessible free of charge.
 
 
Company Overview

EMCORE Corporation (EMCORE), a New Jersey corporation established in 1984, offers a broad portfolio of compound semiconductor-based components and subsystems for the broadband, fiber optic, satellite, solar and wireless communications markets. EMCORE has three operating segments: Fiber Optics, Photovoltaics, and Electronic Materials and Devices. Our integrated solutions philosophy embodies state-of-the-art technology, material science expertise, and a shared vision of our customer's goals and objectives to be leaders in the transport of video, voice and data over copper, hybrid fiber/coax (HFC), fiber, satellite, and wireless networks.
 
EMCORE’s solutions include: optical components and subsystems for fiber-to-the-premise, cable television, and high speed data and telecommunications networks; solar cells, solar panels, and fiber optic ground station links for global satellite communications; and RF transistor materials for high bandwidth wireless communications systems, such as WiMAX and Wi-Fi Internet access and 3G mobile handsets and PDA devices.
 
Through its joint venture participation in GELcore, LLC, EMCORE plays a vital role in developing and commercializing next-generation High-Brightness LED technology for use in the general and specialty illumination markets.
 
 
Industry Overview

 Advances in information technologies have created a growing need for efficient and high-performance electronic and optoelectronic systems that operate at very high frequencies, emit and detect light, provide higher transmission rates with increased storage capacities, and can be produced cost-effectively in commercial volumes. To meet these needs, we develop and manufacture components and subsystems that incorporate our internally produced compound semiconductor materials. Our products have several advantages over traditional silicon devices including higher operating speeds, lower power consumption, reduced noise and distortion, higher temperature performance, light emitting properties, higher detection efficiency, and higher light emission efficiency. In fiscal 2005, we offered innovative products, categorized into three segments, “Fiber Optics,” “Photovoltaics,” and “Electronic Materials and Devices.” Collectively, these products and the products offered by our joint venture, GELcore, serve the communications, cable television, defense and homeland security, satellite and terrestrial power, wireless, and lighting and illlumination markets.  
 
 
EMCORE’s Operating Segments

Fiber Optics

EMCORE's Fiber Optics segment provides optical components, subsystems and systems that enable the transmission of video, voice and data over high-capacity fiber optic cables. Our products enable information that is encoded on light signals to be transmitted, routed (switched), and received in communication systems. EMCORE’s Fiber Optics segment serves the cable television (CATV), fiber-to-the-premise (FTTP), telecommunications, data and satellite communications, storage area network and, increasingly, the defense and homeland security markets.

Over the past several years, communications networks have experienced dramatic growth in data transmission traffic due to worldwide Internet access, e-mail, and e-commerce. As Internet content expands to include full motion video on-demand, HDTV, multi-channel high quality audio, online video conferencing, image transfer, online multi-player gaming, and other broadband applications, the delivery of such data will place a greater demand on available bandwidth and require the support of higher capacity networks. The bulk of this traffic, which continues to grow at a very high rate, is already routed through the optical networking infrastructure used by local and long distance carriers, as well as Internet service providers. Optical fiber offers substantially greater bandwidth capacity, is less error prone, and is easier to administer than older copper wire technologies. As greater bandwidth capability is delivered closer to the end user, increased demand for higher content, real-time, interactive visual and audio content is expected. We believe that EMCORE is well positioned to benefit from the continued deployment of these higher capacity fiber optic networks.

Cable Television (CATV) and Fiber-to-the-premise (FTTP) Networks - The communications industry in which we participate in continues to be dynamic. The driving factor is the competitive environment that exists between cable operators, telephone companies, and satellite and wireless service providers. Each are rapidly investing capital to deploy a converging multi-service network capable of delivering “triple play services”, i.e. digitalized video, voice and data content, bundled as a service provided by a single communication provider.

As a market leader in radio frequency (RF) transmission over fiber products for the CATV industry, EMCORE enables cable companies to offer multiple forms of communications to meet the expanding demand for high-speed Internet, on-demand and interactive video, and other new services (such as HDTV and VOIP). Television is also undergoing a major transformation, as the US government requires television stations to broadcast exclusively in digital format, abandoning the analog format used for decades. Although the transition date for digital transmissions is not expected for several years, the build-out of these television networks has already begun. To support the telephone companies plan to offer competing video, voice and data services through the deployment of new fiber-based systems, EMCORE has developed and maintains customer qualified FTTP components and subsystem products. Our CATV and FTTP products include broadcast analog and digital fiber optic transmitters, quadrature amplitude modulation (QAM) transmitters, video receivers, and passive optical network (PON) transceivers.

As part of our strategy, we are committed to identifying strategic opportunities that either compliment or broaden our markets. In May 2005, EMCORE acquired the analog CATV and RF over fiber specialty businesses from JDS Uniphase Corporation (JDSU). This acquisition is expected to 1) solidify our leadership position in the CATV marketplace; 2) offer an optimal path to higher volume with improved overall product margins; and 3) expand our product line offering while broadening our customer base in the CATV market segment.

Telecommunications Networks - Our state-of-the-art optical components and modules enable high-speed (up to an aggregate 40 gigabits per second or Gb/s) optical interconnections that drive architectures in next-generation carrier class switching and routing networks. Our parallel optical modules facilitate high channel count optical interconnects in multi-shelf central office equipment. These systems sit in the network core and in key metro nodes of voice telephony and Internet infrastructures, and are highly expandable with pay-as-you-grow capacity scaling. EMCORE is a leader in providing optical modules to the telecom equipment market area with its most comprehensive parallel optical transceiver product family, including 12-lane SNAP-12TM, OptoCubeTM, 4-lane QuadLinkTM and SmartLinkTM transceivers. In addition, EMCORE provides the telecom industry with distributed feedback (DFB) lasers, p-type, intrinsic, and n-type semiconductor material (PIN) and avalanche photodetector (APD) components, in various packages, for OC-48 and OC-192 applications.
  
Data Communications Networks - EMCORE’s leading-edge optical components and modules for data applications include 10G Ethernet LX4, 10G Ethernet EX4, 10G Ethernet CX4, and SmartLinkTM transceivers. These modules support 10G Ethernet, optical Infiniband, and parallel optical interconnects for enterprise Ethernet, metro Ethernet and high performance computing (HPC), also called "super computing" applications. These high-speed modules enable switch-to-switch, router-to-router, and server-to-server backbone connections at aggregate speeds of 10G and above. Pluggable LX4 modules in X2 or XENPAK form factors provide a "pay-as-you-populate" cost structure during installation. The LX4 module can transmit data over both multi-mode and single-mode optical fiber, enabling transmission of optical 10G Ethernet signals over 300 meters of legacy multi-mode fiber or 10km of single-mode fiber. The EX4 extends optical span lengths to over 1km of multi-mode and 40km of single-mode fiber. CX4 modules similarly allow the cost-effective transmission of Ethernet signals over legacy copper cable. EMCORE’s parallel optical modules also are used in switched bus architectures that are needed for next-generation blade servers, clustered and grid interconnected servers, super computers and network-attached storage.

Satellite Communications Networks - EMCORE manufactures satellite communications fiber optics products, including transmitters, receivers, subsystem, and systems, that transport wideband microwave signals between satellite hub equipment and antenna dishes.

Storage Area Networks - Our optical components also are used in the high-end data storage market, and include high-speed, 850 nm vertical cavity surface emitting lasers (VCSELs) and PIN photodiode components, and 10G transmit and receive optical subassemblies (TOSAs/ROSAs). In the future, EMCORE anticipates selling our integrated pluggable X2 or XENPAK form factor modules into the emerging 10G FibreChannel segment. These products provide optical interfaces for switches and storage systems used in large enterprise mission-critical applications, such as inventory control or financial systems.

Defense and Homeland Security - Leveraging its expertise in high frequency RF module design, EMCORE offers a suite of ruggedized products intended for the government and defense markets. EMCORE’s specialty fiber products include fiber optic gyro components used in precision guidance munitions; RF fiber optic link components for towed decoy systems and phased array radar antennas; RF over fiber links for device remoting and optical networks; and emerging applications such as RF photonic systems.
 
Photovoltaics

EMCORE serves the global satellite communications market by providing advanced solar cell products and solar panels. Compound semiconductor solar cells are used to power satellites because they are more resistant to radiation levels in space and convert substantially more power from light, consequently weighing less per unit of power than silicon-based solar cells. These characteristics increase satellite useful life, increase payload capacity, and reduce launch costs. EMCORE’s Photovoltaics segment designs and manufactures multi-junction compound semiconductor solar cells for both commercial and military satellite applications. We currently manufacture and sell one of the most efficient and reliable, radiation resistant advanced triple-junction solar cells in the world, with an average "beginning of life" efficiency of 27.5%. EMCORE is also the only manufacturer to supply true monolithic bypass diodes, for shadow protection, utilizing several EMCORE patented methods. A satellite’s broadcast success and corresponding revenue depend on its power efficiency and its capacity to transmit data.

EMCORE also provides covered interconnect cells (CICs) and solar panel lay-down services, giving us the capacity to manufacture complete solar panels. We can provide satellite manufacturers with proven integrated satellite power solutions that considerably improve satellite economics. Satellite manufacturers and solar array integrators rely on EMCORE to meet their satellite power needs with our proven flight heritage. Through well-established partnerships with major satellite manufacturers and a proven manufacturing process, we play a vital role in the evolution of satellite communications around the world.  

EMCORE is adapting its high efficiency solar cell product for terrestrial applications. Intended for use with solar concentrator systems, these cells have already been measured at 35% efficiency and further improvements are anticipated. We believe that these systems will be competitive with silicon technologies because they are more efficient than silicon and, therefore, benefit more from concentration than silicon. With energy prices at all time highs, the demand for alternative energy sources continues to gain momentum. The terrestrial solar cell market is currently estimated at $7 billion, growing at a 28% CAGR, and is expected to reach $30 billion by 2010, according to CSLA Asia-Pacific Markets. EMCORE is working with several concentrator systems manufacturers to develop system elements for this product line.

In April 2005, EMCORE announced plans to consolidate solar panel operations into a state-of-the-art facility located in Albuquerque, New Mexico. The establishment of a modern solar panel manufacturing facility, adjacent to the Albuquerque solar cell fabrication operations, should enable superior consistency, as well as reduced manufacturing costs. The synergy of these operations located on one site is expected to provide the highest quality, highest reliability, and most cost-effective solar components to surpass current technologies and offerings. EMCORE will ensure that the space qualification of this facility is commensurate with the heritage of its existing solar panel operation located in City of Industry, California. Production operations at the California solar panel facility will be discontinued during fiscal 2006 and completely closed by March 2007. By consolidating operations into a single location, EMCORE Photovoltaics expects to realize annual cost savings in fiscal 2007 and beyond, which will enable us to better compete in the terrestrial and space power markets.

Electronic Materials and Devices

EMCORE’s RF materials are compound semiconductor materials used in wireless communications. These materials have a broader bandwidth and superior performance at higher frequencies compared to silicon-based materials. EMCORE’s Electronic Materials and Devices (EMD) segment currently produces both GaAs and GaN based transistor wafers. For GaAs materials, EMD produces 4-inch and 6-inch wafers for three different applications: InGaP hetero-junction bipolar transistors (HBTs), pseudomorphic high electron mobility transistor wafers (pHEMTs), and enhancement-mode pHEMT transistor wafers (E-modes). These materials are used for power amplifiers and switches in GSM, CDMA multiband wireless handsets, WiMAX, Wi-Fi, broadband, cellular handsets, and in wireless LAN applications. InGaP HBT materials provide higher linearity, higher power-added efficiency, as well as greater reliability than first generation AlGaAs HBT technologies. For GaN materials, EMD produces 2-inch, 3-inch, and 4-inch AlGaN/GaN HEMT materials. These materials are designed to meet future wireless base station infrastructure requirements for higher power and frequency, along with temperature operation at industry leading efficiencies. Recently, EMCORE has also combined into a single RF structure, InGaP HBT and pHEMT materials (combinational materials). We believe that our ability to produce high volumes of RF materials at a low cost will encourage their adoption in new applications and products.
 
EMCORE continues to work closely with its customers to develop next-generation technology to help them achieve their product roadmap objectives. In fiscal 2005, EMCORE started production of integrated HBT and pHEMT materials. The combination of these two devices in a single epi structure consolidates the processing requirement for EMCORE’s customers. Additionally, the close integration of these devices enables our customers to increase the efficiency and performance of the devices by incorporating improved power control, better linearity and smaller size. Anadigics, Inc., a leading supplier of wireless and broadband solutions, announced that it had selected EMCORE to be their primary supplier for all their RF materials. EMCORE also works closely with and supplies advanced materials to several other industry leaders.

EMCORE supports GaN development projects through participation in government DARPA programs centered on wide bandgap communication and radar systems. EMCORE has secured several long-term contracts to provide critical GaN HEMT epitaxial materials to industry leading device, component, and system manufactures. EMCORE anticipates converting these DARPA sponsored programs into long-term commercial business at the conclusion of the existing contracts.

 
Joint Venture - GELcore

In January 1999, General Electric Lighting and EMCORE formed GELcore, a joint venture to address the solid-state lighting market with high brightness light emitting diode-based (HB-LED) lighting systems. HB-LEDs are solid-state compound semiconductor devices that emit light. They are used in miniature packages in everyday applications, including commercial displays, transportation, general and specialty illumination, computers, and other consumer electronics. HB-LEDs offer substantial advantages over small incandescent bulbs, including longer life, lower maintenance costs and energy consumption, and smaller space requirements. Groups of HB-LEDs can make up single or full-color electronic displays. Presently, HB-LED chips are used for backlighting applications, including wireless handsets, cellular handsets, computer monitors, and automotive dashboard lighting. In addition, they are used in consumer products, office equipment, full color displays, neon and fluorescent replacements, message advertising, informational signs, landscape lighting, and traffic signals. While growing its business in commercial applications, GELcore is focused on the general illumination market as its ultimate goal.

General Electric Lighting and EMCORE have agreed that this joint venture will be the exclusive vehicle for each party’s participation in solid-state lighting. EMCORE has a 49% non-controlling interest in the GELcore venture. GELcore combines EMCORE's materials science and device design expertise with General Electric Lighting's brand name recognition, phosphor technology, and extensive marketing and distribution capabilities. EMCORE participates in the development and commercialization of next-generation LED technology for use in the general and specialty illumination markets. GELcore's products include traffic lights, channel letters, and other signage and display products that incorporate HB-LEDs. In the near term, GELcore expects to deploy its HB-LED products in the commercial and industrial markets, including medical, aerospace, commercial refrigeration, transportation, appliance, and general and specialty illumination applications. GELcore’s operating results are accounted for using the equity method of accounting and its financial reporting is on a calendar year basis. Since its inception, GELcore has had a compound annual revenue growth rate of 23%, with calendar 2004 revenue totaling $68.0 million. EMCORE expects that GELcore’s calendar 2005 revenue will approximate $80.0 million.

HB-LEDs have the potential to significantly reduce overall U.S. lighting energy consumption. Energy savings to date from HB-LEDs have been estimated to exceed the power produced from one large electric power plant -- more than 8 billion kilowatt-hours. If solid-state lighting achieves anticipated price and performance targets, over the next two decades U.S. lighting energy consumption could be reduced by over 30 percent. HB-LED traffic signals use only 10 percent of the electricity consumed by the incandescent lamps they replace. Moreover, LED signals last several times longer, allowing for additional savings through reduced maintenance costs. HB-LEDs also have made inroads into mobile applications, such as brake and signal lights on trucks, buses, and automobiles. In 2002, an estimated 41 million gallons of gasoline and 142 million gallons of diesel fuel were saved because of HB-LED use on these vehicles. If our nation's entire fleet of automobiles, trucks, and buses were converted to HB-LED lighting, an estimated 1.4 billion gallons of gasoline and 1.1 billion gallons of diesel fuel could be saved. (The information in this paragraph is based on published reports prepared by Navigant Consulting for the US Department of Energy.)
 

EMCORE’s Products

The following charts depict some of our products:
 
Picture -- DIGITAL FIBER OPTIC PRODUCTS
Picture -- ORTEL PRODUCTS
Picture -- CHIPS & DIE PRODUCTS
Picture -- EMCORE PHOTOVOLTAICS & 3G WIRELESS PRODUCTS
Picture -- EMCORE SPECIALTY PRODUCTS
 
 
The following illustration shows how EMCORE’s products are deployed throughout the world’s communication infrastructure, and how they interconnect with each other. The lower left side shows CATV and FTTP networks, the lower right side shows telecommunications and data networks and the upper portion shows satellite communications and wireless networks.
 
Picture -- EMCORE PRODUCT SUITE
 

The following chart summarizes (i) our products, (ii) the markets to which those products are directed, (iii) representative applications in which our products are used, and (iv) certain benefits and characteristics of compound semiconductor devices:
 

EMCORE Products
Market
Representative Applications
Benefits/Characteristics
       
Analog & digital lasers (DFB, FP)
Photodetectors and subassembly components
Broadcast analog & digital fiber-optic transmitters
QAM transmitters
CATV
Cable Television (CATV)
 
Hybrid Fiber Coax (HFC) networks
 
Digital overlay on HFC
Increased capacity to offer more cable services
Increase data transmission speeds
Increased bandwidth
Lower power consumption
Low noise video receive
Increased transmission distance
 
Analog & digital lasers (DFB, FP)
Photodetectors and subassembly components
PIN and APD photodiodes and subassemblies
Passive optical network (PON) transceivers
Analog & digital video receivers
Multi-Dwelling Unit (MDU) video receivers
 
FTTP
Passive optical network (PON) in
Fiber-to-the-Premise (FTTP) networks
High performance for both digital and analog characteristics
Integrated infrastructure to support competitive costs
Support for multiple standards
High-speed lasers (VCSEL, DFB, FP) and subassembly components
High-speed photodetector (PIN, APD) and subassembly components
RF devices and materials
10G Ethernet modules in XENPAK & X2
Parallel optical modules
Data Communications
(LAN, SAN, Infiniband)
High-speed fiber optic networks and optical links (including Infiniband, Ethernet,Fibre Channel networks)
Copper replacement in the data center/CO
Supercomputing
High performance computing (HPC) Systems
Storage Area Networks (SAN)
Network Attached Storage (NAS)
 
Increased network capacity
Increase data transmission speeds
Increased bandwidth
Lower power consumption
Improved cable management over copper interconnects
Increased transmission distance
Lowest cost optical interconnections for massively parallel multi-processors
Solar cells and panels
Fiber-optic transmitters and receivers
Satellite Communications
Power modules for satellites
Satellite-to-ground communications
Antenna to ground station communications
 
High radiation tolerance
High light-to-power conversion efficiency for reduced size and launch costs
Increased bandwidth
 
RF and electronic materials
RF and electronic devices
Optical transmitters for remoting
 
Wireless Communications
 
 
Wireless handsets
Wireless Broadband
Direct broadcast systems
Remoting
High Power Wireless Infrastructure
 
Increased network capacity
Lower power consumption
Reduced network congestion
Extended battery life
Improved signal-to-noise performance
 
Fiber-optic gyroscope components
High Frequency Fiber-Optic Links
ED Fiber Amplifiers
Terahertz Spectroscopy Systems
 
Defense and
Homeland Security
Precision guided munitions
Towed-Decoy Modules
Secure communications
Chemical, Biological,
Explosive sensors
 
High-frequency and dynamic range
Compact form-factor
Extreme temperature, shock and vibration tolerance
HB-LED lighting systems
Solid-State Lighting
Flat panel displays
Solid-state lighting
Outdoor signage and displays
Traffic signals
Lower power consumption
Lower temperature operation
Longer life
 
 
As summarized in the table below, EMCORE has positioned itself as a component and subsystem manufacturer that services a significant portion of the digital and analog communications market:
 
Picture -- EMCORE FIBER OPTICS INFRASTRUCTURE
 
 
EMCORE’s Strategy

 Management’s objective is to maximize shareholder value by capitalizing upon EMCORE’s leading-edge compound semiconductor materials and device expertise to provide cost-effective materials, components and subsystems for the broadband, fiber optic, satellite, solar and wireless communications markets. Specifically, the key elements of EMCORE’s strategy include:

I. Leverage Leading-Edge Compound Semiconductor Expertise Across Multiple Product Applications

Purchasing components from multiple vendors can result in too many layers of margin costs, such that the final integrated subsystem is neither cost competitive nor effective in deploying new product technologies or responding to customer demands. We believe a vertically integrated structure in which key technologies are produced internally is the most beneficial way to maximize gross margins and meet customer objectives. By having the know-how and intellectual property to internally produce and supply compound semiconductor products, EMCORE can stay ahead of the competition in both performance and cost effectiveness.

II. Target Potential High Growth Market Opportunities

EMCORE targets potential high growth market opportunities, where performance characteristics and high volume production efficiencies can give compound semiconductors a competitive advantage over other devices. Historically, while technologically superior, compound semiconductors have not been widely deployed because they are more expensive to manufacture than silicon-based semiconductors and other existing solutions. EMCORE believes that as compound semiconductor production costs are reduced, new customers will be compelled to use these products because of their enhanced performance characteristics. EMCORE is focusing its product development efforts in the high growth areas of fiber optic communications (FTTP infrastructure), data and telecommunications (high data rate technologies), energy generation (terrestrial concentrator solar cells and modules), defense and homeland security (RF transport for defense applications), integrated GaAs epitaxial technology (3G handsets, PDAs, WiMAX / Wi-Fi networking), and energy conservation (LED-based technologies through GELcore).

III. Pursue Strategic Acquisitions and Partnership with Industry Leading Companies

EMCORE is committed to the ongoing evaluation of strategic opportunities that can expand our addressable markets and strengthen our competitive position. Where appropriate, EMCORE will acquire additional products, technologies, or businesses that are complimentary to, or broaden the markets we operate in. Over the past several years, several acquisitions have expanded not only our materials expertise, but also our components and subsystems technologies. EMCORE also seeks to develop long-term relationships with leading companies in each of the industries that we serve. We develop these relationships through long-term, high-volume supply agreements, joint ventures, investments, and other arrangements. EMCORE continues to work closely with its customers to develop next-generation technology to help them achieve their product roadmap objectives. Recently, EMCORE announced product design wins with Cisco Systems, Inc. (10G LX4 and CX4 XENPAK), JDS Uniphase Corporation and Finisar (10G TOSAs & ROSAs), Tellabs, Inc. (FTTP Integrated PON transceiver), Alcatel (FTTP video receiver), and Scientific-Atlanta, Inc. and Aurora Networks (CATV HFC transmitters). These product launches were successful due to the solid collaboration we have with these leading companies.

IV. Invest in Research and Development to Maintain Technology Leadership and Lower Production Costs
 
Through substantial investment in research and development (R&D), EMCORE seeks to expand its leadership position in compound semiconductor-based communications products and subsystems. EMCORE works with its customers to enhance the performance of our processes, materials science, and fiber optic module design expertise, including the development of new low-cost, high-volume wafers, components, and subsystems for our customers. To remain a leader in our markets, EMCORE not only addresses our customers’ current needs, but we respond to their evolving requirements to remain designed into their product lifecycles. In addition, EMCORE’s development efforts are constantly focused on lowering the production costs of its products. In 2005, EMCORE’s product development projects included an X2 form factor for LX4, an extended reach version of the LX4 (the EX4), a high density 1310 nm transmitters for CATV, a triplexer for FTTP applications, and a 32 channel QAM transmitter for CATV. EMCORE expects significant revenue from each of these products in fiscal 2006. In addition, during fiscal 2005, our photovoltaic division developed a small concentrator unit using our high-efficiency gallium arsenide solar cells for terrestrial applications. We intend to expend additional resources during fiscal 2006 to further develop this technology and establish cost effective manufacturing and distribution capabilities.

V. Target Positive Cash Flows and Income From Operations

Management is committed to achieving operating profitability by reducing EMCORE’s cost structure and lowering the breakeven points of every product line, with the goal of achieving positive operating income during the second half of fiscal 2006. Over the past several years, management has implemented a number of initiatives to help achieve this goal. EMCORE has (i) outsourced high volume product manufacturing to contract manufacturers; (ii) consolidated various corporate functions; (iii) reduced outside contractors and temporary workers; (iv) implemented programs to improve manufacturing process yields; (v) focused R&D efforts on projects that are expected to generate returns within one year without, we believe, jeopardizing future revenue opportunities; and (vi) initiated workforce reductions. In fiscal 2006, further cost reductions will be realized from facility consolidations and transfer of additional products to contract manufacturers.

 
Acquisitions

 In addition to using our internal capacity to develop and manufacture products for our target markets, EMCORE continues to expand its portfolio of communications products and technologies through acquisitions:

- In May 2005, EMCORE acquired the analog CATV and RF over fiber specialty businesses from JDSU. Product lines acquired through this acquisition include: HFC 1550-nm broadcast transmitters, in both legacy and linearized optical modulated designs, to link between cable network headends and hubs, 1310-nm transmitters linking cable network hubs and nodes, 1550-nm DWDM QAM transmitters, associated analog receivers, amplifiers for extending fiber network reach for FTTP applications, and RF and microwave over fiber specialty products for defense and satellite communications. With this acquisition, EMCORE consolidated certain key intellectual properties in the areas of analog CATV transmission and predistortion, and now offers the most complete and best-of-breed fiber optic product portfolios for the CATV and FTTP marketplaces. Our CATV products support various network architectures and address our customers’ needs of transmitting and receiving signals in short to long haul, forward to return path, and headend to hub to node configurations. Our FTTP products include PON transceivers for Optical Network Terminals (ONTs), directly and externally modulated optical transmitters for optical line terminals (OLTs), and high-power (35 dbm) erbium-doped fiber amplifiers (EDFAs) for in-line signal amplification. As a result of this acquisition, we believe we have one of the broadest optical communications product portfolios in the industry.
 
- In November 2005, EMCORE announced that it acquired privately held Phasebridge, Inc. of Pasadena, California through an asset acquisition. The acquisition included its products, technical and engineering staff, certain assets and intellectual properties and technologies. Phasebridge’s operations will be integrated into the Ortel division of EMCORE, which is located nearby in Alhambra, California. Founded in 2000, Phasebridge is known as an innovative provider of high performance, high value, miniaturized multi-chip system-in-package optical modules and subsystem solutions for a wide variety of markets, including fiber optic gyroscopes (FOG) for weapons & aerospace guidance, RF over fiber links for device remoting and optical networks, and emerging technologies such as optical RF frequency synthesis and processing and terahertz spectroscopy.

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7 and Financial Statements and Supplemental Data under Item 8 for further discussion of these acquisitions.


Divestiture

 In April 2005, EMCORE divested product technology focused on gallium nitride (GaN)-based power electronic devices for the power device industry. The new company, Velox Semiconductor Corporation (Velox), raised $6.0 million from various venture capital partnerships. Five EMCORE employees transferred to Velox as full-time personnel and EMCORE contributed intellectual property and equipment receiving a 19.2% stake in Velox. As of September 30, 2005, the recorded value of EMCORE’s investment in Velox was approximately $1.3 million.


Investments

In addition to the GELcore joint venture and Velox investment mentioned above, in February 2002, EMCORE purchased $1.0 million of preferred stock of Archcom Technology, Inc. (Archcom), a venture-funded, start-up optical networking components company that designs, manufactures, and markets a series of high performance lasers and photodiodes for the datacom and telecom industries. During fiscal 2004, Archcom raised additional capital, but EMCORE did not participate. As a result, we reduced the carrying value of our investment in Archcom by 50%, or $0.5 million and recorded this expense as an investment loss in the statement of operations.

In October 2004, EMCORE invested $1.0 million in K2 Optronics, Inc., a California-based company specializing in the design and manufacture of external cavity lasers, to strengthen our partnership in designing next-generation, high-performance, long-wavelength components on an exclusive basis for the CATV and FTTP markets. As part of the acquisition of the JDSU businesses, EMCORE also paid $0.5 million to purchase JDSU's equity interest in K2 Optronics, Inc.
 

Restructuring Programs

 Management is committed to achieving operating profitability by reducing EMCORE’s cost structure and lowering the breakeven points of every product line, with the goal of achieving positive operating income during the second half of fiscal 2006.

Since fiscal 2002, EMCORE has significantly streamlined its manufacturing operations by focusing on core competencies to identify cost efficiencies. Where appropriate, EMCORE transferred the manufacturing of certain product lines to contract manufacturers. In fiscal 2005, we continued restructuring efforts that included centralizing corporate and administrative functions, divesting product technology, and consolidating multiple facilities. Our results of operations and financial condition have and will continue to be significantly affected by severance, restructuring charges, impairment of long-lived assets and idle facility expenses incurred during facility closing activities.

Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7 and Financial Statements and Supplemental Data under Item 8 for further discussion of these charges.
 

Revenues by Product Line

The following table sets forth the revenues and percentage of total revenues attributable to each of EMCORE's operating segments for each of the past three fiscal years.
 
 
Product Revenues
For the fiscal years ended September 30,
 
FY 2005
 
FY 2004
 
FY 2003
 
(in thousands)
 
Revenue
 
% of Revenue
 
Revenue
 
% of Revenue
 
Revenue
 
% of Revenue
 
                                       
Fiber Optics
 
$
81,960
   
64.2
%
  $
56,169
   
60.4
%
  $
32,658
   
54.2
%
Photovoltaics
   
33,407
   
26.2
   
25,716
   
27.6
   
18,196
   
30.2
 
Electronic Materials and Devices
   
12,236
   
9.6
   
11,184
   
12.0
   
9,430
   
15.6
 
Total revenues
 
$
127,603
   
100.0
%
  $
93,069
   
100.0
%
  $
60,284
   
100.0
%
 
 
Government Research Contract Funding

 EMCORE derives a portion of its revenue from funding of research contracts or subcontracts by various agencies of the U.S. government (government). These contracts typically cover work performed from several months up to several years. These contracts may be modified or terminated at the convenience of the government; in addition, these programs may be subject to government budgetary fluctuations. In fiscal 2005, 2004, and 2003, government research contract funding represented 9%, 5%, and 9% of total EMCORE revenue, respectively.

 EMCORE is presently engaged in a solar cell development and production program for a major US aerospace corporation based on our commercial BTJ photovoltaics technology. The initial phases of this long-term cost reimbursable contract are focused on technology development and manufacturing optimization. Establishment of a volume production capacity for this product is being performed by EMCORE at reduced margins in order to minimize program ramp-up costs for our customer. Over the next 2 to 3 years, the program scope could exceed $40 million in development and production revenues.
 
Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7 and Financial Statements and Supplemental Data under Item 8 for further discussion of government contracts.


Customers and Geographic Region

EMCORE is devoted to working directly with its customers from initial product design, product qualification and manufacturing to product delivery. We design and develop (i) process technology, (ii) material science expertise, (iii) optical sub-assemblies, and/or (iv) integrated module level products for use in our customers' end-use applications. EMCORE's customer base includes many of the largest semiconductor, telecommunications, data communications, and computer manufacturing companies in the world. In fiscal 2005, Cisco Systems, Inc. (Cisco) accounted for 19% of our total revenue. In fiscal 2004, Motorola, Inc. (Motorola) and Cisco accounted for 13% and 8% of our total revenue, respectively. In fiscal 2003, Motorola accounted for 14% of total revenue.

The following table sets forth EMCORE's consolidated revenues by geographic region. Revenue was assigned to geographic regions based on the customers’ or contract manufacturers’ shipment locations.
 
 
Geographic Revenues
For the fiscal years ended September 30,
 
FY 2005
 
FY 2004
 
FY 2003
 
(in thousands)
   
Revenue
 
 
% of Revenue
 
 
Revenue
 
 
% of Revenue
 
 
Revenue
 
 
% of Revenue
 
                                       
United States
 
$
107,956
   
84.6
%<