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For
Period Ended: September 30, 2007
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(a)
The reasons described in reasonable detail in Part III of this form
could
not be eliminated without unreasonable effort or
expense;
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(b)
The subject annual report, semi-annual report, transition report
on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report
on Form 10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date;
and
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(c)
The accountant's statement or other exhibit required by Rule 12b-25(c)
has
been attached if applicable.
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Keith
J. Kosco
(Name)
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(505)
(Area
Code)
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332-5000
(Telephone
Number)
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•
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In
November 2006, EMCORE invested $13.5 million in WorldWater & Solar
Technologies Corporation in return for convertible preferred stock
and
warrants.
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•
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In
April 2007, EMCORE 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. EMCORE also repurchased $11.4 million of outstanding
notes to reduce interest expense and share
dilution.
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•
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In
April 2007, EMCORE acquired privately-held Opticomm Corporation for
$4.0
million in cash.
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•
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Fiscal
2007 operating expenses included:
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$10.6 million related to our review of historical stock option granting
practices;
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$9.4 million related to our new terrestrial solar power division;
and,
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$8.9 million related to patent litigation against Optium Corporation
and
severance-related charges associated with facility closures and
consolidation of operations.
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•
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In
November 2005, EMCORE exchanged $14.4 million of convertible subordinated
notes due in May 2006 for $16.6 million of newly issued convertible
senior
subordinated notes due May 15, 2011. As a result of this transaction,
EMCORE recognized approximately $1.1 million in the first quarter
of
fiscal 2006 related to the early extinguishment of
debt.
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•
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EMCORE
received manufacturing equipment valued at $2.0 million less tax
of $0.1
million as a final earn-out payment from Veeco in connection with
the sale
of the TurboDisc division.
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•
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In
August 2006, EMCORE 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.
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•
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In
August 2006, EMCORE 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. EMCORE recorded a net gain of $88.0 million, before
tax, on the sale of GELcore, after netting EMCORE’s investment in this
joint venture of $10.8 million and transaction expenses of $1.2
million.
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•
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EMCORE
recorded approximately $2.2 million of impairment charges on goodwill
and
intellectual property associated with the June 2004 acquisition of
Corona
Optical Systems.
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•
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Fiscal
2006 operating expense included $1.3 million related to our review
of
historical stock option granting practices and $1.3 million related
to our
new terrestrial solar power
division.
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•
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Other
expense included a charge of $0.5 million associated with the write-down
of the Archcom investment.
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•
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EMCORE
recognized a provision for income taxes of $1.9 million from continuing
operations for the year ended September 30,
2006.
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Date:
December 14, 2007
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By: /s/
Adam Gushard
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Name:
Adam Gushard
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Title: Interim
Chief Financial Officer
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