Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

February 17, 2004

Documents

10-Q: Quarterly report pursuant to Section 13 or 15(d)

Published on February 17, 2004




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


(Mark one):
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended December 31, 2003

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


EMCORE CORPORATION
(Exact name of Registrant as specified in its charter)


NEW JERSEY
(State or other jurisdiction of incorporation or organization)

22-2746503
(IRS Employer Identification No.)

145 BELMONT DRIVE
SOMERSET, NJ 08873
(Address of principal executive offices) (zip code)

(732) 271-9090
(Registrant's telephone number, including area code)

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. Yes [X] No [ ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No []

The number of shares of the registrant's common stock, no par value, outstanding
as of February 6, 2004 was 38,826,418.







ITEM 1. FINANCIAL STATEMENTS

EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
[IN THOUSANDS, EXCEPT INCOME (LOSS) PER SHARE]
(UNAUDITED)




THREE MONTHS ENDED
DECEMBER 31,
-------------------------------
2003 2002
-------------------------------



Revenue..................................................... $23,125 $9,382

Cost of revenue............................................. 19,945 12,007
------------------------------
Gross profit (loss)................................ 3,180 (2,625)

Operating expenses:
Selling, general and administrative...................... 5,307 3,974
Research and development................................. 6,046 2,449
Gain from debt extinguishment............................ - (6,614)
------------------------------
Total operating expenses (income).................... 11,353 (191)
------------------------------

Operating loss..................................... (8,173) (2,434)

Other expenses:
Interest income.......................................... (158) (405)
Interest expense......................................... 2,025 2,191
Equity in net (income) loss of unconsolidated affiliate.. (267) 571
------------------------------
Total other expenses................................ 1,600 2,357
------------------------------

Loss from continuing operations.................... (9,773) (4,791)

Discontinued operations:
(Loss) income from discontinued operations............... (1,697) 1,894
Gain on disposal of discontinued operations.............. 19,584 -
------------------------------
Income from discontinued operations................ 17,887 1,894
------------------------------
Net income (loss).................................. $8,114 $(2,897)
==============================
PER SHARE DATA:
Basic per share data:
Loss from continuing operations.................. $(0.26) $(0.13)
Income from discontinued operations.............. 0.47 0.05
------------------------------
Net income (loss)................................ $0.21 ($0.08)
==============================
Diluted per share data:
Loss from continuing operations.......................... $(0.25) $(0.13)
Income from discontinued operations...................... 0.45 0.05
------------------------------
Net income (loss)........................................ $0.20 $(0.08)
==============================
Weighted average basic shares outstanding used in per share
calculations................................................ 37,862 36,781
==============================
Weighted average diluted shares outstanding used in per
diluted share calculation................................... 39,670 36,781
==============================



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.


2




EMCORE CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2003 AND SEPTEMBER 30, 2003
(IN THOUSANDS)



AS OF AS OF
DECEMBER 31, SEPTEMBER 30,
ASSETS 2003 2003
------------------ ------------------
(unaudited)


Current assets:
Cash and cash equivalents.................................... $54,37 $28,439
Marketable securities........................................ 24,052 -
Accounts receivable, net..................................... 19,614 14,221
Accounts receivable - related party.......................... 313 325
Inventories, net............................................. 14,116 13,963
Prepaid expenses and other current assets.................... 1,574 1,936
Assets of discontinued operations............................ - 44,456
--------------------------------------
Total current assets.................................... 114,047 103,340

Property, plant and equipment, net............................. 72,515 74,722
Goodwill....................................................... 31,884 30,366
Intangible assets, net......................................... 4,886 4,568
Investments in unconsolidated affiliate........................ 9,481 9,214
Other assets, net.............................................. 9,817 10,229
--------------------------------------

Total assets............................................ $242,630 $232,439
======================================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable............................................. $11,004 $8,155
Accrued expenses............................................. 13,963 13,204
Customer deposits............................................ 518 295
Capitalized lease obligation - current portion............... 47 52
Liabilities of discontinued operations....................... - 4,170
--------------------------------------
Total current liabilities............................... 25,532 25,876

Convertible subordinated notes................................. 161,750 161,750
Capitalized lease obligation, net of current portion........... 24 41
--------------------------------------

Total liabilities....................................... 187,306 187,667

Commitments and contingencies

Shareholders' equity:
Preferred stock, $0.0001 par, 5,882 shares authorized,
no shares outstanding.... .................................. - -
Common stock, no par value, 100,000 shares authorized, 38,564
shares issued and 38,544 outstanding at December 31, 2003;
37,327 shares issued and 37,307 outstanding at
September 30, 2003........................................... 337,729 335,266
Accumulated deficit........................................... (281,324) (289,438)
Accumulated other comprehensive loss.......................... (115) (90)
Shareholders' notes receivable................................ (34) (34)
Treasury stock, at cost; 20 shares............................ (932) (932)
------------------------------------
Total shareholders' equity................................ 55,324 44,772
------------------------------------
Total liabilities and shareholders' equity................ $242,630 $232,439
====================================



THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3



EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
(IN THOUSANDS)
(UNAUDITED)



THREE MONTHS ENDED DECEMBER 31,
--------------------------------
2003 2002
--------------------------------


CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) ...................................................... $8,114 ($2,897)
Adjustments to reconcile net income (loss ) to net cash
used for operating activities
Income (loss) from discontinued operations......................... 1,697 (1,894)
Gain on disposal of discontinued operations......................... (19,584) -
Gain from debt extinguishment....................................... - (6,614)
Depreciation and amortization....................................... 4,056 4,771
Provision for doubtful accounts..................................... 167 150
Equity in net (income) loss of unconsolidated affiliate............. (267) 571
Compensatory stock issuances........................................ 198 178
Reduction of note receivable due for services received.............. 130 100
Decrease (increase) in assets:
Accounts receivable........................................ (5,560) 789
Accounts receivable - related party ....................... 12 12
Inventories................................................ (129) 1,472
Prepaid and other current assets........................... 362 125
Other assets .............................................. (378) (44)
Increase (decrease) in liabilities:
Accounts payable .......................................... 2,849 (999)
Accrued expenses .......................................... (838) (1,681)
Customer deposits ......................................... 223 180
Other ..................................................... - 26
Net cash (used by) provided by operating activities of
discontinued operations.. ........................................ (3,870) 4,617
--------------------------------
Total adjustments .................................... (20,932) 1,759
--------------------------------
Net cash used for operating activities............................. (12,818) (1,138)
--------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash proceeds from disposition of discontinued operations.............. 62,043 -
Purchase of plant, and equipment ...................................... (349) (408)
Investments in unconsolidated affiliate ............................... - (1,960)
Cash purchase of business, net of cash acquired........................ (1,103) (250)
Net proceeds from sales of marketable securities....................... (24,077) (5,365)
Net cash used for investing activities by discontinued operations...... - (6)
--------------------------------
Net cash provided by (used for) investing activities .................. 36,514 (7,989)
--------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of convertible subordinated notes........................... - (6,636)
Payments on capital lease obligations.................................. (22) (21)
Proceeds from exercise of stock options................................ 1,808 -
Proceeds from employee stock purchase plan............................. 457 171
---------------------------------
Net cash provided by (used for) financing activities .................. 2,243 (6,486)
---------------------------------
Net increase (decrease) in cash and cash equivalents................... 25,939 (15,613)

Cash and cash equivalents, beginning of period......................... 28,439 42,716
---------------------------------
Cash and cash equivalents, end of period .............................. $54,378 $27,103
=================================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest ......................... $4,047 $4,447
=================================


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.



4




EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
(IN THOUSANDS)



---------- -----------
Accumulated
Common Common Other Shareholders' Total
Stock Stock Accumulated Comprehensive Notes Treasury Shareholders'
Shares Amount Deficit Income (Loss) Receivable Stock Equity
---------- ----------- ------------- ------------- ------------- --------- ------------


BALANCE AT SEPTEMBER 30, 2003 ...... 37,307 $335,266 $(289,438) $(90) $(34) $(932) $44,772

Net income................................ 8,114 8,114

Unrealized loss on marketable securities . (25) (25)

Translation adjustment.................... -
------------

Comprehensive income................. 8,089

Stock option exercise..................... 952 1,808 1,808

Compensatory stock issuances ............. 41 198 198

Issuance of common stock - Employee Stock
Purchase Plan ......................... 244 457 457
---------- ----------- ------------- ------------- ------------- --------- -----------
BALANCE AT DECEMBER 31, 2003 ........ 38,544 $337,729 $(281,324) $(115) $(34) $(932) $55,324
========== =========== ============= ============= ============= ========= ===========





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
CONSOLIDATED FINANCIAL STATEMENTS.

5




EMCORE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003 AND 2002 AND
FOR THE THREE MONTHS ENDED OF DECEMBER 31, 2003 AND 2002
(UNAUDITED)


NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include
the accounts of EMCORE Corporation and its subsidiaries (EMCORE). These
statements have been prepared in accordance with accounting principles generally
accepted in the United States for interim information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation have
been included. Operating results for interim periods are not necessarily
indicative of results that may be expected for the full year.

Preparation of EMCORE's financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts in
the financial statements and accompanying notes. Actual results could differ
from those estimates. For further information, refer to the consolidated
financial statements and footnotes included in EMCORE's Annual Report on Form
10-K for the fiscal year ended September 30, 2003.


NOTE 2. DISCONTINUED OPERATIONS

On November 3, 2003, pursuant to approval received by the Board of
Directors on October 31, 2003, EMCORE sold its TurboDisc systems business to a
subsidiary of Veeco Instruments Inc. (Veeco) in a transaction that could be
valued at up to $80.0 million. The purchase price was $60.0 million in cash at
closing with an additional aggregate maximum payout of $20.0 million over the
next two years. EMCORE will receive in cash 50% of all revenues from this
business that exceeds $40.0 million in each of the next two years, beginning
January 1, 2004. In accordance with the terms of the agreement, EMCORE also
received an additional $2.0 million in cash for working capital adjustments and
expense reimbursements. This transaction included the assets, products, product
warranty liabilities, hardware-related technology and intellectual property used
primarily in the operation of this business, including its manufacturing
facility located in Somerset, New Jersey. Approximately 150 employees of EMCORE
were involved in the TurboDisc business of which approximately 120 became
employees of Veeco.

The capital equipment business enabled EMCORE to develop the critical
materials science expertise that has become the cornerstone of its compound
semiconductor based communications products and its sole business focus. EMCORE
retained a license to all systems-related intellectual property and ownership of
all its process and device technology. Moreover, the sale of the TurboDisc
business strengthened EMCORE's balance sheet and helped provide the resources
necessary to implement its communications strategy.

EMCORE's financial statements have been reclassified to reflect the
TurboDisc systems business as a discontinued operation for all periods
presented.

6



Operating results of the discontinued operations are as follows:

- -----------------------------------------------------------------------
MOCVD SYSTEMS BUSINESS THREE MONTHS ENDED
DECEMBER 31,
- -----------------------------------------------------------------------

(in thousands)
STATEMENT OF OPERATIONS
(unaudited) 2003 2002
- -----------------------------------------------------------------------

Revenue....................................... $1,001 $13,864
Cost of revenue............................... 1,704 9,013
-------------------------
Gross (loss) profit.................. (703) 4,851

Operating expenses:
Selling, general and administrative..... 483 1,805
Research and development................ 512 1,157
-------------------------
Total operating expenses........... 995 2,962
-------------------------

Interest income........................... (1) (5)
-------------------------

(Loss) income from operations...... $(1,697) $1,894
- -----------------------------------------------------------------------

The components of the gain on disposal of discontinued operations are as
follows, in thousands:

(unaudited)
-----------
Cash received........................................... $62,043
-----------
Assets sold:
Accounts receivable............................. (10,418)
Inventories..................................... (11,887)
Prepaid and other current assets................ (14)
Property, plant and equipment................... (20,673)
Identifiable intangible assets.................. (833)
-----------
Total assets sold................................... (43,825)
-----------

Liabilities sold:
Accounts payable................................. 2,161
Accrued expenses................................. 2,410
Customer deposits................................ 794
-----------
Total liabilities sold............................... 5,365
-----------
Less: disposal costs................................. (3,999)
-----------

Gain on disposal of discontinued operations. $19,584
===========

7




The carrying value of the assets and liabilities of the discontinued operation
included in the September 30, 2003 consolidated balance sheet are as follows:

(in thousands) As of September 30,
(unaudited) 2003
------------------------
Assets:
Accounts receivable..................... $11,375
Inventories............................. 11,143
Other current assets.................... 18
Property, plant and equipment........... 21,087
Identifiable intangible assets.......... 833
------------------------
Total assets to be disposed.......... $44,456
========================

Liabilities:
Accounts payable........................ $3,372
Accrued expenses........................ 506
Customer deposits....................... 292
----------------------
Total liabilities to be disposed..... $4,170
======================


NOTE 3. ACQUISITIONS

ORTEL - In January 2003, EMCORE purchased Agere Systems, Inc.'s cable
television (CATV) transmission systems, telecom access and satellite
communication (Satcom) components business, formerly Ortel Corporation (Ortel),
for $26.2 million in cash. This business designs and manufactures high
performance optoelectronic solutions that enable voice, video and data networks.
Ortel's product offerings include 1310 nm and 1550 nm analog and digital lasers,
dense wavelength division multiplexing (DWDM) lasers, transmitter engines,
photodiodes, fiber-to-the-premise, business, curb or home (in general, FTTx)
components, wideband lasers and receivers, and optical links for long-haul
antenna remoting. These products enable EMCORE to have a broad presence in the
CATV and Radio Frequency (RF) transport markets as well as the telecom access
and emerging FTTx market.

The following unaudited condensed consolidated pro forma financial data
has been prepared to give effect to EMCORE's acquisition of certain assets and
liabilities of Ortel. It does not purport to represent what the consolidated
results of operations or financial position of EMCORE would actually have been
if the acquisition had occurred on the dates referred to below, nor does it
purport to project the results of operations or financial position of EMCORE for
any future period. The unaudited condensed consolidated pro forma statement of
operations data was prepared by combining the operations of EMCORE with the
operations of Ortel, giving effect to the acquisition as though it occurred on
October 1, 2002.

Condensed Consolidated Pro Forma Statement of Operations Data
For the three months ended December 31, 2002

EMCORE Pro Forma
------ ---------

Revenues.............................. $9,382 $17,972
Net loss.............................. (2,897) (5,356)
======= =======
Net loss per basic and diluted share.. $(0.08) $(0.15)
======= =======

MOLEX - On October 9, 2003, EMCORE acquired Molex Inc.'s 10G Ethernet
transceiver business (Molex) for an initial $1.0 million in cash. In accordance
with the agreement, EMCORE will pay an additional $1.5 million in progress
payments, of which $0.1 million was paid in the first quarter of fiscal 2004.
The remaining progress payments are expected to be paid during the balance of
Fiscal 2004. This transaction included assets, products and intellectual
property including several Molex product designers. Molex specializes in
coarse-wavelength- division-multiplexing (CWDM) products. The newly formed
design center in Downers Grove, IL designs and manufactures serial 10 Gb/s and
CWDM optical transceivers for the growing 10G Ethernet market. This acquisition
is not significant on a pro forma basis and therefore, pro forma financial
statements are not provided.


8



The following represents the allocation of the purchase price over the
estimated fair values of the acquired assets of Molex.

(in thousands)

Cash................................................... $1,000
Future progress payments............................... 1,500
Acquisition costs...................................... 200
-----------
Total purchase price................................... $2,700
===========


Allocation of purchase price based on fair values:
Assets acquired:
Inventories.................................... $24
Plant and equipment............................ 600
Identifiable intangible assets, net............ 558
Goodwill....................................... 1,518
-----------
Net assets acquired........................ $2,700
===========



NOTE 4. SEGMENT DATA AND RELATED INFORMATION

Prior to the systems business divestiture, EMCORE had two reportable
operating segments: the systems segment and the components and subsystems
segment. As a result of this divestiture, EMCORE now has only one reportable
operating segment. This segment is comprised of our Fiber Optics, Photovoltaics
and Electronic Materials and Devices product lines. EMCORE's Fiber Optics
product line supports our CATV, telecommunications, data and storage and Satcom
target markets. Specific products for this communications-related product line
include optical components and subsystems for CATV and FTTx, VCSEL and PIN
photodiodes components, 10G LX4, CX4, TOSA, ROSA packaged parts and modules, and
Satcom transmitter and receiver components. EMCORE's Photovoltaic revenues are
derived primarily from the sales of solar power conversion products including
solar cells, covered interconnect solar cells (CICs) and solar panels. Revenues
from the Electronic Materials and Devices product line include wireless
products, such as RF materials including HBTs and enhancement-mode pHEMTS, and
also MR sensors and process development technology.

The table below sets forth the revenues and percentage of total revenues
attributable to each of EMCORE's product lines for the three months ended
December 31, 2003 and 2002.




- ----------------------------------------------------------------------------------------------
(in thousands) 3 months 3 months
ended % of ended % of
PRODUCT LINE REVENUE December revenue December revenue
THREE MONTHS ENDED 31, 2003 31, 2002
DECEMBER 31, 2003 & 2002
- ----------------------------------------------------------------------------------------------


Fiber Optics............................. $15,493 67.0% $2,286 24.4%
Photovoltaics............................ 4,526 19.6% 5,075 54.1%
Electronic Materials and Devices......... 3,106 13.4% 2,021 21.5%
-------------------------------------------------
Total revenues.................... $23,125 100.0% $9,382 100.0%
- ----------------------------------------------------------------------------------------------




CUSTOMERS AND GEOGRAPHIC REGION

EMCORE works closely with its customers to design and develop process
technology and material science expertise for use in production systems for its
customers' end-use applications. EMCORE has leveraged its process and materials
science knowledge base to manufacture a broad range of compound semiconductor
wafers and devices. For the three months ended December 31, 2003, revenues from
Motorola, Inc. and the Indian Space Research Organization (ISRO) represented 23%
and 10% of our consolidated quarterly revenue, respectively. For the three
months ended December 31, 2002, revenues from ISRO and the U.S. Department of
Defense represented 31% and 11% of our consolidated quarterly revenue,
respectively.

9



EMCORE has generated a significant portion of its sales to customers
outside the United States. Historically, EMCORE has received most payments for
products and services in U.S. dollars, and therefore, EMCORE does not anticipate
that fluctuations in any currency will have a material effect on its financial
condition or results of operations. The following chart contains a breakdown of
EMCORE's consolidated revenues by geographic region:



- --------------------------------------------------------------------------------------------
(in thousands) 3 months 3 months
ended % of ended % of
REVENUE BY GEOGRAPHIC REGION December revenue December revenue
THREE MONTHS ENDED 31, 2003 31, 2002
DECEMBER 31, 2003 & 2002
- -------------------------------------------------------------------------------------------

United States.............................. $16,251 70.3% $5,750 61.3%
Asia....................................... 5,176 22.4% 3,368 35.9%
Europe..................................... 1,698 7.3% 264 2.8%
-----------------------------------------------
Total revenues................. $23,125 100.0% $9,382 100.0%
- --------------------------------------------------------------------------------------------


Sales to the United States include sales to Canada and South America, which have
not, historically, been material.

NOTE 5. JOINT VENTURE

In January 1999, General Electric Lighting and EMCORE formed GELcore, a
joint venture to develop and market HB-LED lighting products. 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. Under the terms
of the joint venture agreement, EMCORE has a 49% non-controlling interest in the
GELcore venture and accounts for this investment using the equity method of
accounting. For the three-months ended December 31, 2003, and 2002, EMCORE
recognized income of $0.3 million, and a loss of $(0.6) million, respectively,
related to the joint venture, which was recorded as a component of other income
and expense. As of December 31, 2003 EMCORE's net investment in this joint
venture amounted to approximately $9.5 million.


NOTE 6. BALANCE SHEET DATA

o ACCOUNTS RECEIVABLE, NET
The components of accounts receivable consisted of the following:

(in thousands) At At
December 31, 2003 September 30, 2003
------------------- ------------------

Accounts receivable..................... $19,866 $13,128
Accounts receivable - unbilled.......... 1,034 2,134
------------------ ----------------
20,900 15,262

Allowance for doubtful accounts......... (1,286) (1,041)
------------------ ----------------

Total.................... $19,614 $14,221
================== ================

o INVENTORIES, NET
The components of inventories consisted of the following:

(in thousands) At At
December 31, 2003 September 30, 2003
---------------------- ----------------------

Raw materials................... $4,772 $3,520
Work-in-process................. 4,474 4,273
Finished goods.................. 4,870 6,170
---------------------- ----------------------

Total $14,116 $13,963
====================== ======================



10


o PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are summarized below:

(in thousands) At At
December 31, 2003 September 30, 2003
------------------ ------------------

Land.................................. $1,502 $1,502
Building and improvements............. 38,987 38,980
Equipment............................. 68,903 68,064
Furniture and fixtures................ 4,992 5,036
Leasehold improvements................ 1,822 1,802
Construction in progress.............. 2,075 1,928
Property and equipment
under capital lease.............. 429 429
--------------------------------------
118,710 117,741
Less: accumulated depreciation and
amortization................ (46,195) (43,019)
--------------------------------------
Total.................. $72,515 $74,722
======================================


o GOODWILL
The changes in the carrying value of goodwill for the three months ended
December 31, 2003 are as follows:

(in thousands) Goodwill
-------------

Balance as of September 30, 2003.................. $30,366
Goodwill acquired.......................... 1,518
-------------
Balance as of December 31, 2003................... $31,884
=============


On October 9, 2003, EMCORE acquired Molex and allocated approximately $1.5
million to goodwill.


o INTANGIBLE ASSETS, NET
The components of intangible assets consisted of the following:



At December 31, 2003 At September 30, 2003
-------------------- ---------------------

(in thousands) GROSS ACCUMULATED NET GROSS ACCUMULATED NET
ASSETS AMORTIZATION ASSETS ASSETS AMORTIZATION ASSETS
--------- ---------------- --------- --------- ----------------- -----------


Patents............................. $469 $(185) $284 $469 $(164) $305
Acquired intellectual property:
Ortel..................... 3,274 (576) 2,698 3,274 (486) 2,788
Tecstar.................. 1,900 (681) 1,219 1,900 (586) 1,314
Alvesta.................. 193 (42) 151 193 (32) 161
Molex.................... 558 (24) 534 - - -
========= ================ ========= ========= ================= ===========
Total...... $6,394 $(1,508) $4,886 $5,836 $(1,268) $4,568
========= ================ ========= ========= ================= ===========


11




Future amortization expense as of December 31, 2003 is as follows:

(in thousands)
Period ending: Amortization
----------------

Nine months ending September 30, 2004...... $1,026
September 30, 2005......................... 1,255
September 30, 2006......................... 1,242
September 30, 2007......................... 863
September 30, 2008......................... 270
Thereafter................................. 230
----------------

Future amortization expense..................... $4,886
================

o ACCRUED EXPENSES
The components of accrued expenses consisted of the following:


(in thousands) At At
December 31, 2003 September 30, 2003
----------------------- -------------------

Compensation.......................... $4,837 $4,447
Interest.............................. 1,033 3,055
Warranty.............................. 2,563 2,440
Professional fees..................... 1,221 1,200
Royalty............................... 1,613 200
Self insurance........................ 1,094 750
Other................................. 1,602 1,112
----------------------- -------------------

Total................. $13,963 $13,204
======================= ===================



NOTE 7. DEBT FACILITIES

CONVERTIBLE SUBORDINATED NOTES - In May 2001, EMCORE issued $175.0
million aggregate principal amount of its 5% convertible subordinated notes due
in May 2006. Net proceeds received by EMCORE, after costs of issuance, were
approximately $168.8 million. Interest is payable in arrears semiannually on May
15 and November 15 of each year, which began on November 15, 2001. The notes are
convertible into EMCORE common stock at a conversion price of $48.76 per share,
subject to certain adjustments, at the option of the holder. The notes may be
redeemed at EMCORE's option, on or after May 20, 2004 at specific redemption
prices. There are no financial covenants related to these notes.


On January 21, 2004 EMCORE commenced an offer to exchange up to
$88,962,500 principal amount of its new 5% Convertible Senior Subordinated Notes
due May 15, 2011 and $56,612,500 payable in its common stock, up to a maximum of
10,542,365 shares, for up to all of the $161,750,000 principal amount of its
currently outstanding 5% Convertible Subordinated Notes due May 2006. If
consummated, the exchange offer will allow the Company to reduce its outstanding
indebtedness by up to $72,787,500 and reduce its interest expense through May
15, 2006 by up to $3,639,375 per year. The exchange offer is scheduled to expire
on February 18, 2004 at 11:59 p.m., unless extended.


NOTE 8. STOCK OPTIONS AND WARRANTS

EMCORE accounts for its employee stock option-based compensation plans
under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. Accordingly, no compensation expense is
recognized for stock option-based compensation unless the quoted market price of
the stock at grant date is in excess of the amount the employee must pay to
acquire the stock. EMCORE has not recognized any stock option-based compensation
expense in any of the periods presented.

12

The following table illustrates the effect on net loss and net loss per
share if EMCORE had applied the fair value recognition provisions of SFAS No.
123, Accounting for Stock Based Compensation, as amended by SFAS No. 148,
Accounting for Stock Based Compensation-Transition and Disclosure to stock based
employee compensation:

FOR THE THREE MONTHS
ENDED DECEMBER 31,
--------------------
2003 2002
---- ----
Net income (loss)................................ $8,114 $(2,897)

Deduct: Total stock based employee compensation
expense determined under fair value based methods
for all awards, net of related tax effects....... (857) (779)
----- -----

Pro forma net income (loss)...................... $7,257 $(3,676)
===========================

The pro forma disclosures shown above were calculated for all options
using Black-Scholes option pricing model with the following assumptions:

FOR THE THREE MONTHS
ENDED DECEMBER 31,
----------------------
2003 2002
---- ----
Expected dividend yield......................... 0% 0%
Expected stock price volatility................. 112% 111%
Risk-free interest rate......................... 2.85% 3.25%
Weighted average expected life (in years)....... 5 5



NOTE 9. RECENT FINANCIAL ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46 Consolidation of
Variable Interest Entities. This interpretation defines when a business must
consolidate a variable interest entity. This interpretation applies immediately
to variable interest entities created after January 31, 2003 and became
effective for all other transactions as of July 1, 2003. However, in October
2003 the FASB permitted companies to defer the July 1, 2003 effective date to
December 31, 2003. Again in December 2003, the FASB permitted companies to defer
the December 31, 2003 effective date, in certain circumstances, to the first
interim or annual period ending after March 15, 2004. The Company has determined
that it is not reasonably probable that it will be required to consolidate or
disclose information about a variable interest entity.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. In particular, SFAS
No. 149 (1) clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in paragraph 6(b)
of SFAS No. 133, (2) clarifies when a derivative contains a financing component,
(3) amends the definition of an underlying to conform it to language used in FIN
45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements. Those changes will result in more consistent reporting
of contracts as either derivatives or hybrid instruments. SFAS No. 149 is to be
applied prospectively to contracts entered into or modified after June 30, 2003,
with certain exceptions, and for hedging relationships designated after June 30,
2003. Adoption of this statement did not have a material impact on the financial
position, results of operations, or cash flows of EMCORE.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Liabilities, Equity, or Both. This
limited scope statement prescribes changes to the classification of mandatorily
redeemable preferred stock, preferred securities of subsidiary trusts and the
accounting for forward purchase contracts issued by a company in its own stock
among other issues. SFAS No. 150 does not apply to features that are embedded in
a financial instrument that is not a derivative in its entirety

13



and requires all preferred securities of subsidiary trusts to be classified as
debt on the consolidated balance sheet and the related dividends as interest
expense. The Company adopted the provisions of SFAS No. 150, including the
deferral of certain effective dates as a result of the provisions of FASB Staff
Position 150-3, Effective Date, Disclosures, and Transition for Mandatorily
Redeemable Financial Instruments of Certain Nonpublic Entities and Certain
Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150
Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. The adoption of this statement did not have a material
impact on the Company's financial position and results of operations.


14



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. 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 words such as "expects", "anticipates", "intends",
"plans", believes", "estimate", "target", "may", "will" and variations of these
words and similar expression. These forward-looking statements are subject to
business, economic and other risks and uncertainties, and actual results may
differ materially from those discussed in these forward-looking statements. 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:

o The ability of EMCORE Corporation (EMCORE) to remain competitive and a
leader in its industry and the future growth of EMCORE, the industry and
the economy in general;

o difficulties arising from the separation of the TurboDisc business from
EMCORE's ongoing business lines;

o difficulties in integrating recent or future acquisitions into EMCORE's
operations;

o the expected level and timing of benefits to EMCORE from its restructuring
and realignment efforts, including:

o expected cost reductions and their impact on EMCORE's financial
performance,

o expected improvement to EMCORE's product and technology development
programs, and

o the belief that restructuring and realignment efforts will position
EMCORE well in the current business environment and prepare it for
future growth with increasingly competitive new product offerings and
long-term cost structure,

o guidance provided by EMCORE regarding its expected financial performance in
current or future periods, including, without limitation, with respect to
anticipated revenues for any period in fiscal 2004 and subsequent periods;
and

o statements regarding EMCORE's pending exchange offer for its 5% convertible
subordinated notes.

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

o The disposition of our TurboDisc business may result in decreased revenues
going forward as well as additional difficulties arising from the
separation of its operations from our ongoing operations,

o our inability to complete the exchange offer of EMCORE's 5% convertible
subordinated notes on satisfactory terms,

o other risks and uncertainties described in EMCORE's filings with the
Securities and Exchange Commission (SEC) (including under the heading "Risk
Factors" in our 2003 Annual Report), such as:

o cancellations, rescheduling or delays in product shipments;
o manufacturing capacity constraints;
o lengthy sales and qualification cycles;
o difficulties in the production process;
o changes in semiconductor industry growth;
o increased competition; and
o delays in developing and commercializing new products.

We assume no obligation to update the matters discussed in this
Quarterly Report or our 2003 Annual Report, except as required by applicable law
or regulation.

15




COMPANY OVERVIEW

EMCORE Corporation, a New Jersey corporation established in 1984,
offers a broad portfolio of compound semiconductor-based components and
subsystems for the rapidly expanding broadband and wireless communication
markets and the solid-state lighting industry. EMCORE continues to expand its
comprehensive product portfolio to enable the transport of voice, data and video
over copper, hybrid fiber/coax (HFC), fiber, satellite and wireless
communication networks. The company is building upon its leading-edge compound
semiconductor materials and device expertise to provide cost-effective
components and subsystems for the cable television (CATV), telecommunications,
data and storage, satellite and wireless communications markets. EMCORE supports
these end markets through its EMCORE Fiber Optics, EMCORE Photovoltaics and
EMCORE Electronic Materials and Devices product lines. Through its 49% ownership
participation in GELcore, LLC, EMCORE plays a vital role in developing and
commercializing next-generation LED technology for use in the general
illumination market. Our target markets and main products that support these
markets include:

o CATV - Optical components and subsystems for cable television signal
transmission over HFC, including hub transmitters based on linear 1310
nanometer (nm) and 1550 nm Distributed Feedback (DFB) and Fabry-Perot
(FP) laser technologies, head-end transmitters based on 1550 nm DFB
laser and external modulator technologies, and HFC node video
detectors and receivers based on PIN (the "P", "I", "N" represent
P-type, intrinsic and N-type semiconductor materials, respectively)
photodiode technology.

o TELECOMMUNICATIONS - Optical components and subsystems for
telecommunications and fiber-to-the-premise, business, curb or home
(in general, FTTx), including high-speed long-wavelength edge emitting
lasers and transmit optical subassemblies (TOSA) based on 1310 nm and
1550 nm DFB or FP technologies, head-end transmitters for FTTx
applications based on 1550nm laser technology, passive optical network
(PON) receivers for FTTx applications, high speed receivers and
detectors based on avalanche photodetectors (APD) and PIN detector
technologies, and 4- and 12-channel parallel optical transceiver
modules for telecommunication switch applications based on 850 nm
vertical cavity surface emitting laser (VCSEL) and PIN photodiode
array technology.

o DATA AND STORAGE - Optical components and subsystems for data
communications and storage applications, including high-speed VCSELs
and PIN photodiode components, 12-channel parallel optical transceiver
modules for High Performance Computing (HPC) or "Super Computing"
markets, LX4 and CX4 products for short reach 10 Gigabit per second
(Gb/s) data communications and Ethernet networks, and 10 Gb/s TOSA and
receive optical subassemblies (ROSA) for storage area networks (SAN).

o SATELLITE COMMUNICATIONS - Solar cells and solar panels for global
satellite communications, featuring world-leading conversion
efficiencies and satellite communication (Satcom) products, including
transmitters, receivers, subsystems and systems to transport wideband
microwave signals between satellite base stations and antenna dishes.

o WIRELESS COMMUNICATIONS - Electronic materials for the wireless
handset and base station markets, which materials include 4-inch and
6-inch InGaP Hetero-junction Bipolar Transistor (HBT) and AlGaAs
pseudomorphic high electron mobility transistors (pHEMT) and E-mode
epi wafers that are used for power amplifiers and switches in GSM,
TDMA and CDMA multiband wireless handsets.

o SOLID-STATE LIGHTING - High Brightness Light Emitting Diodes (HB-LEDs)
for lighting applications. Through its 49% ownership participation in
GELcore, LLC (GELcore), EMCORE plays a vital role in developing and
commercializing next-generation LED technology for use in the general
illumination market. GELcore's products include traffic lights,
channel letters, flashlights and other signage and display products
incorporating HB-LEDs. In the near term, GELcore expects to be
deploying its HB-LED products in the automotive and general appliance
markets.

16



ACQUISITIONS AND DIVESTITURE

Over the past fourteen months, EMCORE has refocused its market and product
strategy to address high growth opportunities for its compound semiconductor
based components and subsystems in the CATV, telecom, data and storage,
satellite and wireless communications markets. In addition to developing its
internal capability to develop and manufacture products for these markets,
EMCORE has expanded its portfolio of communications products and technologies
through a series of strategic acquisitions:

o In December 2002, EMCORE acquired certain assets of privately held
Alvesta Corporation (Alvesta) of Sunnyvale, California. The transaction
included the acquisition of intellectual property and inventory
including several Alvesta product designers. Alvesta, which operates
under EMCORE's fiber optics group, was an industry leader in the
research and development of parallel optic transceivers for fiber optic
communication networks. Alvesta pioneered four channel parallel optic
transceivers for the Optical Internetworking Forum and 10 Gigabit (10G)
Fibre Channel, Ethernet and Infiniband applications. The newly formed
design center in Santa Clara, CA designs low-cost parallel optical
module solutions used in Fibre Channel, Ethernet and Infiniband
networks. The new products include media converter modules, copper
XENPAK transceivers and active optical cables to address the short
reach requirements of central offices and data centers. These
components form the optical subsystem of the recently announced
SmartLink product.

o In January 2003, EMCORE purchased Agere Systems, Inc.'s CATV
transmission systems, telecom access and Satcom components business,
formerly Ortel Corporation (Ortel). This business, now operating as the
Ortel division within EMCORE's fiber optics group, designs and
manufactures high performance optoelectronic solutions that enable
voice, video and data networks. Ortel's product offerings include 1310
nm and 1550 nm analog and digital lasers, dense wavelength division
multiplexing (DWDM) lasers, transmitter engines, photodiodes, FTTx
components, wideband lasers and receivers, and optical links for
long-haul antenna remoting. These products will enable EMCORE to have a
broad presence in the CATV and Radio Frequency (RF) transport markets
as well as the telecom access and emerging FTTx market.

o On October 9, 2003, EMCORE announced that it had acquired Molex
Inc.'s 10G Ethernet transceiver business (Molex). This transaction
included assets, products and intellectual property including several
Molex product designers. Management believes that Molex, which operates
under EMCORE's fiber optics group, gives EMCORE a significant
competitive advantage and the most complete 10G Ethernet transceiver
product portfolio in the industry. Molex specializes in
coarse-wavelength-division-multiplexing (CWDM) products. The newly
formed design center in Downers Grove, IL designs and manufactures
serial 10 Gb/s and CWDM optical transceivers for the growing 10G
Ethernet market.

o On November 3, 2003, pursuant to approval received by the Board of
Directors on October 31, 2003, EMCORE sold its TurboDisc systems
business to a subsidiary of Veeco Instruments Inc. (Veeco) in a
transaction that could be valued at up to $80.0 million. The purchase
price was $60.0 million in cash at closing with an additional aggregate
maximum payout of $20.0 million over the next two years. EMCORE will
receive in cash 50% of all revenues from this business that exceeds
$40.0 million in each of the next two years, beginning January 1, 2004.
In accordance with the terms of the agreement, EMCORE also received an
additional $2.0 million in cash for working capital adjustments and
expense reimbursements. This transaction included the assets, products,
product warranty liabilities, hardware-related technology and
intellectual property used primarily in the operation of this business,
including its manufacturing facility located in Somerset, New Jersey.
Approximately 150 employees of EMCORE were involved in the TurboDisc
business of which approximately 120 became employees of Veeco.

Management believes that the sale of the TurboDisc systems business was
a critical step in reorienting EMCORE's market and product focus. The
capital equipment business enabled EMCORE to develop the critical
materials science expertise that has become the cornerstone of its
compound semiconductor based communications products and our sole
business focus. EMCORE retained a license to all systems related
intellectual property and ownership of all its process and device
technology. Moreover, the sale of the TurboDisc business strengthened
EMCORE's balance sheet and helped provide the resources necessary to
implement its communications strategy.


17

REVENUES BY PRODUCT LINE

Prior to the systems business divestiture, EMCORE had two reportable
operating segments: the systems segment and the components and subsystems
segment. As a result of this divestiture, EMCORE now has only one reportable
operating segment. This segment is comprised of our Fiber Optics, Photovoltaics
and Electronic Materials and Devices product lines. EMCORE's Fiber Optics
product line supports our CATV, telecommunications, data and storage and Satcom
target markets. Specific products for this communications-related product line
include optical components and subsystems for CATV and FTTx, VCSEL and PIN
photodiodes components, 10G LX4, CX4, TOSA, ROSA packaged parts and modules, and
Satcom transmitter and receiver components. EMCORE's Photovoltaic revenues are
derived primarily from the sales of solar power conversion products including
solar cells, covered interconnect solar cells (CICs) and solar panels. Revenues
from the Electronic Materials and Devices product line include wireless
products, such as RF materials including HBTs and enhancement-mode pHEMTS, and
also MR sensors and process development technology.

The table below sets forth the revenues and percentage of total revenues
attributable to each of EMCORE's product lines for the three months ended
December 31, 2003 and 2002.


- --------------------------------------------------------------------------------
(in thousands) 3 months 3 months
ended % of ended % of
PRODUCT LINE REVENUE December revenue December revenue
THREE MONTHS ENDED 31, 2003 31, 2002
DECEMBER 31, 2003 & 2002
- --------------------------------------------------------------------------------
Fiber Optics..................... $15,493 67.0% $2,286 24.4%
Photovoltaics.................... 4,526 19.6% 5,075 54.1%
Electronic Materials and Devices. 3,106 13.4% 2,021 21.5%
-------------------------------------------
Total revenues.............. $23,125 100.0% $9,382 100.0%
- --------------------------------------------------------------------------------



CUSTOMERS AND GEOGRAPHIC REGION

EMCORE works closely with its customers to design and develop process
technology and material science expertise for use in production systems for its
customers' end-use applications. EMCORE has leveraged its process and materials
science knowledge base to manufacture a broad range of compound semiconductor
wafers and devices. For the three months ended December 31, 2003, revenues from
Motorola, Inc. and the Indian Space Research Organization (ISRO) represented 23%
and 10% of our consolidated quarterly revenue, respectively. For the three
months ended December 31, 2002, revenues from ISRO and the U.S. Department of
Defense represented 31% and 11% of our consolidated quarterly revenue,
respectively.

EMCORE has generated a significant portion of its sales to customers
outside the United States. Historically, EMCORE has received most payments for
products and services in U.S. dollars, and therefore, EMCORE does not anticipate
that fluctuations in any currency will have a material effect on its financial
condition or results of operations. The following chart contains a breakdown of
EMCORE's consolidated revenues by geographic region:

- --------------------------------------------------------------------------------
(in thousands) 3 months 3 months
ended % of ended % of
REVENUE BY GEOGRAPHIC REGION December revenue December revenue
THREE MONTHS ENDED 31, 2003 31, 2002
DECEMBER 31, 2003 & 2002
- --------------------------------------------------------------------------------
United States...................... $16,251 70.3% $5,750 61.3%
Asia............................... 5,176 22.4% 3,368 35.9%
Europe............................. 1,698 7.3% 264 2.8%
----------------------------------------------
Total revenues........ $23,125 100.0% $9,382 100.0%

Sales to the United States include sales to Canada and South America, which
have not, historically, been material.



18



BACKLOG

As of December 31, 2003, EMCORE had a backlog believed to be firm of
approximately $34.7 million. This compares to a backlog of $33.1 million as
reported at September 30, 2003. Historically, significant portions of our
revenue are not reported in backlog since our customers have reduced lead times.
Many of our sales usually occur within the same month when the purchase order is
received. We believe the entire backlog could be filled during the next 12
months, however, especially given the current market environment, customers may
delay shipment of certain orders. Backlog also could be adversely affected if
customers unexpectedly cancel purchase orders accepted by us.


CRITICAL ACCOUNTING POLICIES

The preparation of financial statements requires management to make
assumptions and estimates that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Actual results may differ from
those estimates. Critical accounting policies include those policies that are
reflective of significant judgments and uncertainties, which potentially could
produce materially different results under different assumptions and conditions.
The significant accounting policies that we believe are the most critical to the
understanding of reported financial results include the following:

o Valuation of long-lived assets and intangible assets -- EMCORE
reviews long-lived assets and intangible assets on an annual basis or whenever
events or changes in circumstances suggest that they may be impaired. A
long-lived asset is considered impaired when its anticipated discounted cash
flow is less than its carrying value. In making this determination, EMCORE uses
certain assumptions, including, but not limited to: (a) estimates of the fair
market value of these assets, and (b) estimates of future cash flows expected to
be generated by these assets, which are based on additional assumptions such as
asset utilization, length of service that assets will be used in our operations
and estimated salvage values.

o Inventories -- Inventories are stated at the lower of cost or market
with cost being determined using the first-in, first-out (FIFO) method. We
evaluate our ending inventories on a quarterly basis for excess quantities,
impairment of value and obsolescence. This evaluation includes analysis of sales
levels by product and projections of future demand based upon input received
from our customers, sales team and management estimates. If inventories on hand
are in excess of demand, or if they are greater than 12-months old, appropriate
reserves are provided. Remaining inventory balances are adjusted to approximate
the lower of our manufacturing cost or market value. If future demand or market
conditions are less favorable than our estimates, additional inventory
write-downs may be required.

o Revenue Recognition -- Revenue is recognized upon shipment provided
we have received a signed purchase order, the price is fixed, the product meets
the customer's specifications, title and ownership have transferred to the
customer and there is reasonable assurance of collection of the sales proceeds.
The majority of our products have shipping terms that are FOB or FCA shipping
point. The difference between FOB and FCA is that under FCA terms, the customer
designates a shipping carrier of choice to be used. Under both terms, we fulfill
the obligation of delivery when the goods are handed over to the carrier at our
shipping dock. If inventory is maintained at a consigned location, revenue is
recognized when our customer pulls product for its use.

EMCORE records revenues from solar panel contracts using the
percentage-of-completion method where the elapsed time from award of a contract
to completion of performance tends to exceed 6 months. Revenue is recognized in
proportion to actual costs incurred compared to total anticipated costs expected
to be incurred for each contract. If estimates of costs to complete long-term
contracts indicate a loss, a provision is made for the total loss anticipated.
EMCORE has numerous contracts that are in various stages of completion. Such
contracts require estimates to determine the appropriate cost and revenue
recognition. EMCORE uses all available information in determining dependable
estimates of the extent of progress towards completion, contract revenues and
contract costs. Estimates are revised as additional information becomes
available. Contract revenue represents reimbursement by various U.S. Government
entities to aid in the development of new technology. The contract funding may
be based on either a cost-plus or a cost-share arrangement. Cost-plus funding is
determined based on actual costs plus a set percentage margin. For the
cost-share contracts, the actual costs relating to the activities to be
performed by us under the contract are divided between the U.S. Government and
us based on the terms of the contract. The government's cost share is then paid
to us. A contract is considered complete when all significant costs have been
incurred, and the research reporting requirements to the customer have been met.
The contracts typically require the submission of a written report that
documents the results of such research, as well as some material deliverables.
The revenue and expense classification for contract activities is based on the

19



nature of the contract. For contracts where we anticipate that funding will
exceed direct costs over the life of the contract, funding is reported as
contract revenue and all direct costs are reported as costs of contract revenue.
For contracts under which we anticipate that direct costs of the activities
subject to the contract will exceed amounts to be funded over the life of the
contract, costs over and above the funded amount are reported as research and
development expenses.

In rare occurrences, at the customer's written request, EMCORE enters
into bill and hold transactions whereby title transfers to the customer, but the
product does not ship until a specified later date. EMCORE recognizes revenues
associated with the sale of product from bill and hold arrangements when the
product is complete, ready to ship, and all bill and hold criteria have been
met.

o Accounts Receivable -- EMCORE regularly evaluates accounts receivable
and accordingly maintains allowances for doubtful accounts for estimated losses
resulting from the inability of our customers to meet their financial obligation
to us. If the financial condition of our customers were to deteriorate,
additional allowances may be required.

o Accruals for Liabilities and Warranties -- EMCORE may incur costs for
which we have not been billed. These costs can include legal and accounting
fees, costs pertaining to our self-funded medical insurance, warranty costs and
other expenses. EMCORE makes estimates for these costs using historical data or
information gained directly from the service providers

The above listing is not intended to be a comprehensive list of all of
our accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles. There are also areas in which management's judgment in selecting any
available alternative would not produce a materially different result. See our
audited consolidated financial statements and notes thereto included in our 2003
Annual Report on Form 10-K which contain a discussion of our accounting policies
and other disclosures required by accounting principles generally accepted in
the United States.


RECENT FINANCIAL ACCOUNTING PRONOUNCEMENTS

In January 2003, the FASB issued Interpretation No. 46 Consolidation of
Variable Interest Entities. This interpretation defines when a business must
consolidate a variable interest entity. This interpretation applies immediately
to variable interest entities created after January 31, 2003 and became
effective for all other transactions as of July 1, 2003. However, in October
2003 the FASB permitted companies to defer the July 1, 2003 effective date to
December 31, 2003. Again in December 2003, the FASB permitted companies to defer
the December 31, 2003 effective date, in certain circumstances, to the first
interim or annual period ending after March 15, 2004. The Company has determined
that it is not reasonably probable that it will be required to consolidate or
disclose information about a variable interest entity.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities. The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. In particular, SFAS
No. 149 (1) clarifies under what circumstances a contract with an initial net
investment meets the characteristic of a derivative discussed in paragraph 6(b)
of SFAS No. 133, (2) clarifies when a derivative contains a financing component,
(3) amends the definition of an underlying to conform it to language used in FIN
45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, and (4) amends certain other
existing pronouncements. Those changes will result in more consistent reporting
of contracts as either derivatives or hybrid instruments. SFAS No. 149 is to be
applied prospectively to contracts entered into or modified after June 30, 2003,
with certain exceptions, and for hedging relationships designated after June 30,
2003. Adoption of this statement did not have a material impact on the financial
position, results of operations, or cash flows of EMCORE.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Liabilities, Equity, or Both. This
limited scope statement prescribes changes to the classification of mandatorily
redeemable preferred stock, preferred securities of subsidiary trusts and the
accounting for forward purchase contracts issued by a company in its own stock
among other issues. SFAS No. 150 does not apply to features that are embedded in
a financial instrument that is not a derivative in its entirety


20


and requires all preferred securities of subsidiary trusts to be classified as
debt on the consolidated balance sheet and the related dividends as interest
expense. The Company adopted the provisions of SFAS No. 150, including the
deferral of certain effective dates as a result of the provisions of FASB Staff
Position 150-3, Effective Date, Disclosures, and Transition for Mandatorily
Redeemable Financial Instruments of Certain Nonpublic Entities and Certain
Mandatorily Redeemable Noncontrolling Interests Under FASB Statement No. 150
Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity. The adoption of this statement did not have a material
impact on the Company's financial position and results of operations.


RESULTS OF OPERATIONS

The following table sets forth the consolidated statements of operations
data of EMCORE expressed as a percentage of total revenues for the three months
ended December 31, 2003 and 2002:

STATEMENTS OF OPERATIONS DATA: THREE MONTHS ENDED DECEMBER 31,

------------------------------
2003 2002
------------------------------

Revenue........................................ 100.0% 100.0%

Cost of revenue............................ 86.2% 128.0%
-----------------------------

Gross profit (loss)................... 13.8% (28.0)%

Operating expenses:
Selling, general and administrative......... 23.0% 42.4%
Research and development.................... 26.1% 26.1%
Gain from debt extinguishment............... - (70.5)%
-----------------------------
Total operating expenses (income)....... 49.1% (2.0)%
-----------------------------

Operating loss........................ (35.3)% (26.0)%

Other expenses:
Interest income............................. (0.7)% (4.3)%
Interest expense............................ 8.8% 23.3%
Equity in net (income) loss of unconsolidated
affiliate................................. (1.1)% 6.1%
-----------------------------
Total other expenses.................... 7.0% 25.1%
-----------------------------

Loss from continuing operations....... (42.3)% (51.1)%

Discontinued operations:
(Loss) income from discontinued operations... (7.3)% 20.2%
Gain on disposal of discontinued operations.. 84.7% -
-----------------------------
Income from discontinued operations.... 77.4% 20.2%
-----------------------------
Net income (loss)...................... 35.1% (30.9)%
=============================


21





COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002

REVENUE. For the three months ended December 31, 2003 and 2002, EMCORE's
consolidated revenue increased $13.7 million or 146% to $23.1 million from $9.4
million, respectively. On a product line basis, sales of fiber optic components
and subsystems devices increased $13.2 million or 578%, photovoltaic products
decreased $0.5 million or 11% and electronic materials and devices increased
$1.1 million or 54% from the same period in the prior year. International sales
accounted for 30% of revenues for the three months ended December 31, 2003 and
39% of revenues for the three months ended December 31, 2002.

Prior to the systems business divestiture, EMCORE had two reportable
operating segments: the systems segment and the components and subsystems
segment. As a result of this divestiture, EMCORE now has only one reportable
operating segment. This segment is comprised of our Fiber Optics, Photovoltaics
and Electronic Materials and Devices product lines.

EMCORE's Fiber Optics product line supports our CATV,
telecommunications, data and storage and Satcom target markets. Its products
include VCSEL die and chip products, packaged products, which include TOSA, ROSA
and transceiver module level products, fiber optic transmitter and receiver CATV
products, Satcom transmission links, and PON and FTTx systems. For the three
months ended December 31, 2003 and 2002, Fiber Optics revenues were $15.5
million and $2.3 million, respectively. This accounts for 67% and 24% of
EMCORE's total revenues for the three months ended December 31, 2003 and 2002,
respectively.

We expect demand for EMCORE Fiber Optics products to be fueled by
several factors. Recently, cable operators and traditional telephone service
providers have been competing with each other to offer the lowest price for
unlimited "triple play" (voice, data and video) communications through one
cable. As the market leader in RF transmission over fiber for the cable
industry, EMCORE is enabling Multi-System Operators (MSO's) to offer "triple
play" to meet the exploding demand for on-demand, high-speed interactive and
other new services. In response to the "triple play" threat from MSOs, the
Regional Bell operating companies (RBOCs) also plan to offer "triple play"
service over new deployment of fiber-to-the-premise systems. These growing
applications should increase demand for FTTx subsystems. In addition, during the
three months ended December 31, 2003, EMCORE commenced shipments of both 10G
TO/TOSA parts and LX4 transceivers. As a result of new product launches and
increased volumes of VCSEL-related product, fiscal 2004 second quarter fiber
optics revenues are expected to significantly increase.

Photovoltaic revenues include the sale of epi wafers, solar cells,
covered interconnect solar cells (CICs) and solar panels. Photovoltaic revenues
for the three months ended December 31, 2003 and 2002 were $4.5 million and $5.1
million, respectively. The decrease is attributable to delays in government
program launch schedules and continued sales price erosion on solar cell
products. Photovoltaic sales fluctuate quarterly due to the timing of large
shipments or completion of significant research contracts. Sales in the
photovoltaic group represented 20% and 54% of EMCORE's total revenues for the
three months ended December 31, 2003 and 2002, respectively.

Sales of electronic materials and devices, which include RF materials
and MR sensors, increased to $3.1 million for the three months ended December
31, 2003 from $2.0 million for the three months ended December 31, 2002. The
increase was due to an increase in orders from both Motorola and Anadigics. This
market is highly competitive, raw materials are extremely expensive and average
selling prices have been declining over the past several years. Sales from this
group represented 13% and 22% of EMCORE's total revenues for the three months
ended December 31, 2003 and 2002, respectively.


GROSS PROFIT (LOSS). Gross profit increased $5.8 million to $3.2 million for the
three months ended December 31, 2003 from ($2.6) million for the three months
ended December 31, 2002. Compared to the prior year, gross margins increased
from (28%) to 14%. This quarterly improvement is associated with increased
volumes, changes in product mix and increased manufacturing efficiency
associated with newer product introductions. As revenues increase, our margins
should increase as well since a significant portion of our facility costs is
fixed, so higher throughput should result in lower costs per unit produced.
Fiscal 2004 gross margins should also increase as product lines are transferred
to contract manufacturers for high volume production and as management
implements additional programs to improve manufacturing process yields.
Management expects gains in gross margins to be slightly offset by lower sales
prices due to competitive pricing pressures.

22



SALES, GENERAL AND ADMINISTRATIVE. Sales, general and administrative expenses
(SG&A) increased $1.3 million or 34% to $5.3 million for the three months ended
December 31, 2003 from $4.0 million for the three months ended December 31,
2002. As a percentage of revenue, SG&A decreased from 42% to 23%. The increase
in SG&A was a direct result of the Ortel acquisition.

RESEARCH AND DEVELOPMENT. Research and development expenses (R&D) increased $3.6
million or 150% to $6.0 million for the three months ended December 31, 2003
from $2.4 million for the three months ended December 31, 2002. As a percentage
of revenue, R&D remained constant at 26% for both periods. The increase in R&D
spending was primarily due to $1.7 million related to the Ortel acquisition and
development of 10G Ethernet applications. In the second half of fiscal 2004, R&D
is expected to decrease as the fiber optic group completes the development of
(a) SmartLink, a 10 Gb/s patent-protected media converter solution that uses
fiber optics to extend the current copper socket throughout the data center or
central office to up to 300 meters; (b) CX4, a product similar to LX4 except
that is uses a copper cable connection instead of fiber optics; and (c) 10 Gb/s
TOSAs and ROSAs packaged parts. Ortel's R&D is expected to be approximately $6.5
million in fiscal 2004. Ortel's R&D focus is on the continued development of
PONs, FTTC and FTTH systems that will provide even greater bandwidth, better
performance and increased reliability to homes and businesses.

GAIN FROM DEBT EXTINGUISHMENT. In December 2002, EMCORE purchased, in multiple
transactions, $13.2 million principal amount of the notes at prevailing market
prices for an aggregate of approximately $6.3 million. As a result of the
transaction, EMCORE recorded a gain of approximately $6.6 million after netting
unamortized debt issuance costs of approximately $0.3 million.

INTEREST EXPENSE, NET. Interest expense, net essentially remained flat at
approximately $1.8 million.

EQUITY IN NET LOSS OF UNCONSOLIDATED AFFILIATE. EMCORE's share of GELcore's
operating results increased $0.8 million or 147% to $0.3 million for the three
months ended December 31, 2003 from $(0.5) million for the three months ended
December 31, 2002. This quarterly improvement is associated with increased unit
volumes, changes in LED product mix and less manufacturing inefficiencies
associated with newer product introductions.

INCOME TAXES. EMCORE did not incur any income tax expense for the three months
ended December 31, 2003 and 2002 as we do not expect to generate a tax liability
in excess of our net operating loss carryforwards.

DISCONTINUED OPERATIONS. On November 3, 2003, EMCORE sold its TurboDisc systems
business to Veeco. Accordingly, the operating results from this business were
reported as discontinued operations in our consolidated statements of
operations. For the three months ended December 31, 2003, net loss from
discontinued operations was $1.7 million and EMCORE recognized a gain on the
disposal of the systems business of $19.6 million. For the three months ended
December 31, 2002, net income from discontinued operations was $1.9 million.

23




LIQUIDITY AND CAPITAL RESOURCES

Working Capital

EMCORE has funded operations to date through product sales and sales of
equity and subordinated debt. Significant financial transactions include the
following:

o In March 2000, EMCORE raised approximately $127.5 million from an
additional equity offering;
o In May 2001, EMCORE issued $175.0 million of 5% convertible
subordinated notes; and
o In November 2003, EMCORE sold its TurboDisc systems business.

At December 31, 2003, EMCORE had working capital of approximately $88.5
million. Prior to reclassifying all of the assets associated with the
discontinued operation to current assets, working capital at September 30, 2003
was $55.5 million. Cash, cash equivalents and marketable securities at December
31, 2003 totaled $78.4 million, which reflects a net cash increase of $50.0
million for the three months ended December 31, 2003, which is largely
attributable to the sale of the TurboDisc business.

On November 3, 2003, pursuant to approval received by the Board of
Directors on October 31, 2003, EMCORE sold its TurboDisc systems business to a
subsidiary of Veeco in a transaction that could be valued at up to $80.0
million. The purchase price was $60.0 million in cash at closing with an
additional aggregate maximum payout of $20.0 million over the next two years.
EMCORE will receive in cash 50% of all revenues from this business that exceeds
$40.0 million in each of the next two years, beginning January 1, 2004. In
accordance with the terms of the agreement, EMCORE also received an additional
$2.0 million in cash for working capital adjustments and expense reimbursements.
This transaction included the assets, products, product warranty liabilities,
hardware-related technology and intellectual property used primarily in the
operation of this business, including its manufacturing facility located in
Somerset, New Jersey. Approximately 150 employees of EMCORE were involved in the
TurboDisc business of which approximately 120 became employees of Veeco.

Cash Flow

Net Cash Used For Operations -- For the three months ended December 31,
2003, net cash used for operations, including results from discontinued
operations, increased $11.8 million to $(12.9) million from ($1.1) million for
the three months ended December 31, 2002. Included in EMCORE's net income of
$9.8 million, for the three months ended December 31, 2003, were non-cash items
of $19.6 million related to the gain on disposal of discontinued operations,
$4.1 million in depreciation and amortization expenses and $1.7 million related
to losses incurred from the discontinued operations. Decreases in cash flow from
changes in balance sheet accounts totaled $3.6 million for the three months
ended December 31, 2003. Significant fluctuations on the balance sheet included
increased receivables of $5.6 million offset by an increase in accounts payable
of $2.8 million.

Net Cash Provided By (Used For) Investment Activities -- For the three
months ended December 31, 2003, net cash provided by investment activities
improved $44.6 million to $36.6 million from $(8.0) million. Changes in cash
flow from December 31, 2002 to 2003 consisted of:

o Divestiture - Sale of TurboDisc business generated $62.0 million in
cash.

o Capital expenditures -- Capital expenditures decreased slightly to
$0.3 million from $0.4 million. As part of our ongoing effort to manage
cash, management carefully scrutinizes all capital purchases. Exclusive
of facility consolidation efforts, EMCORE estimates fiscal 2004 capital
expenditures to increase modestly as management focuses on purchasing
equipment that will provide higher target yields for manufactured
product.

o Investments -- For the three months ended December 31, 2002,
investments in EMCORE's GELcore joint venture totaled approximately
$2.0 million. As a result of GELcore's improved operations and recently
reported profitable quarterly results, no additional investments were
made to GELcore in the first quarter of fiscal 2004.

o Acquisitions -- From time to time, EMCORE evaluates potential
acquisitions of complementary businesses as strategic opportunities and
anticipates continuing to make such evaluations. In December 2002,
EMCORE acquired certain assets of privately held Alvesta Corporation
for approximately $250,000. In October 2003, EMCORE purchased Molex's
10G Ethernet transceiver business for an initial $1.0 million in cash.
In accordance with the agreement, EMCORE will pay an additional $1.5



24


million in progress payments, of which $0.1 million was paid in the
first quarter of fiscal 2004. The remaining progress payments are
expected to be paid during the balance of fiscal 2004.

o Marketable securities -- For the three months ended December 31, 2003
and 2002, EMCORE's net investment in marketable securities decreased by
$24.1 million and $5.4 million, respectively, in order to fund
acquisitions and operations.

Net Cash Provided By (Used For) Financing Activities -- For the three
months ended December 31, 2003, net cash used for financing activities increased
$8.7 million to $2.2 million from $(6.5) million in the prior year. In December
2002, $6.3 million related to the partial repurchase of our convertible
subordinated notes. Proceeds received from the exercise of common stock options
amounted to $1.8 million and $0.2 million for the three months ended December
31, 2003 and 2002, respectively.

Financing Transactions

In May 2001, EMCORE issued $175.0 million aggregate principal amount of
its 5% convertible subordinated notes due in May 2006. Net proceeds received by
EMCORE, after costs of issuance, were approximately $168.8 million. Interest is
payable in arrears semiannually on May 15 and November 15 of each year, which
began on November 15, 2001. The notes are convertible into EMCORE common stock
at a conversion price of $48.76 per share, subject to certain adjustments, at
the option of the holder. The notes may be redeemed at EMCORE's option, on or
after May 20, 2004 at specific redemption prices. There are no financial
covenants related to these notes. For the three months ended December 31, 2003
and 2002, interest expense relating to the notes approximated $2.0 million and
$2.2 million, respectively.

In May 2002, the Board of Directors authorized EMCORE from time to time
to repurchase a portion of the notes in one or more open market transactions, in
accordance with certain guidelines. In December 2002, EMCORE purchased, in
multiple transactions, $13.2 million principal amount of the notes at prevailing
market prices, for an aggregate purchase price of approximately $6.3 million. As
a result of the transaction, EMCORE recorded a gain from operations of
approximately $6.6 million after netting unamortized debt issuance costs of
approximately $0.3 million. As a result of the partial debt repurchase, annual
interest expense in future periods has been decreased by approximately $650,000.
EMCORE may continue to repurchase notes through various means, including but not
limited to one or more open market or privately negotiated transactions in
future periods. The timing and amount of repurchase, if any, whether de minimis
or material, will depend on many factors, including but not limited to, the
availability of capital, the prevailing market price of the convertible notes
and overall market conditions.

On January 21, 2004 EMCORE commenced an offer to exchange up to
$88,962,500 principal amount of its new 5% Convertible Senior Subordinated Notes
due May 15, 2011 and $56,612,500 payable in its common stock, up to a maximum of
10,542,365 shares, for up to all of the $161,750,000 principal amount of its
currently outstanding 5% Convertible Subordinated Notes due May 2006. If
consummated, the exchange offer will allow the Company to reduce its outstanding
indebtedness by up to $72,787,500 and reduce its interest expense through May
15, 2006 by up to $3,639,375 per year. The exchange offer is scheduled to expire
on February 18, 2004 at 11:59 p.m., unless extended.


CONCLUSION

EMCORE believes that its current liquidity should be sufficient to meet its cash
needs for working capital through the next 12 months. However, if cash generated
from operations and cash on hand are not sufficient to satisfy EMCORE's
liquidity requirements, EMCORE will seek to obtain additional equity or debt
financing. Additional funding may not be available when needed or on terms
acceptable to EMCORE. If EMCORE is required to raise additional financing and if
adequate funds are not available or not available on acceptable terms, the
ability to continue to fund expansion, develop and enhance products and
services, or otherwise respond to competitive pressures may be severely limited.
Such a limitation could have a material adverse effect on EMCORE's business,
financial condition, results of operations and cash flow.

25



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Although EMCORE may occasionally enter into transactions denominated in
foreign currencies, the total amount of such transactions is not material.
Accordingly, fluctuations in foreign currency value should not have a material
adverse effect on our future financial condition or results of operations.


ITEM 4. CONTROLS AND PROCEDURES


(a) Evaluation of disclosure controls and procedures

The term "disclosure controls and procedures" is defined in Rules
13a-14(c) and 15d-14(c) of the Exchange Act. These rules refer to the controls
and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the
Exchange Act is recorded, processed, summarized and reported within required
time periods. Our Chief Executive Officer and our Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures as of a
date within 90 days before the filing of this quarterly report (the "Evaluation
Date"), and they have concluded that, as of the Evaluation Date, such controls
and procedures were effective at ensuring that required information will be
disclosed on a timely basis in our reports filed under the Exchange Act.

(b) Changes in internal controls

We maintain a system of internal accounting controls that are designed
to provide reasonable assurance that our books and records accurately reflect
our transactions and that our established policies and procedures are followed.
During the quarter ended December 31, 2003, there were no significant changes to
our internal controls over financial reporting or in other factors that has
materially affected or is reasonably likely to materially affect our internal
controls over financial reporting.

26




PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

We are involved in lawsuits and proceedings which arise in the ordinary
course of business. There are no matters pending that we expect to be
material in relation to our business, consolidated financial condition,
results of operations or cash flows.
..

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) List of Exhibits

31.1 Certificate of Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 dated February 17, 2004.

31.2 Certificate of Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 dated February 17, 2004.

32.1 Certificate of Chief Executive Officer pursuant to 18
U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 dated February 17, 2004.

32.2 Certificate of Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 dated February 17, 2004.

(b) Reports on Form 8-K

Current report on Form 8-K, dated December 29, 2003,
announcing filing of Registration Statement on Form S-4

Current report on Form 8-K, dated November 18, 2003,
announcing sale of the Registrant's TurboDisc division

Current report on Form 8-K, dated November 13, 2003,
announcing Registrant's fiscal fourth quarter and year end
results

Current report on Form 8-K, dated October 14, 2003, announcing
acquisition of Molex by Registrant

27



Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

EMCORE CORPORATION


Date: February 17, 2004 By: /s/ Reuben F. Richards, Jr.
------------------------------------
Reuben F. Richards, Jr.
President and Chief Executive Officer

Date: February 17, 2004 By: /s/ Thomas G. Werthan
------------------------------------
Thomas G. Werthan
Vice President and Chief Financial Officer

28


EXHIBIT INDEX

31.1 Certificate of Chief Executive Officer pursuant to Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated February 17, 2004.

31.2 Certificate of Chief Financial Officer pursuant to Securities Exchange Act
Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 dated February 17, 2004.

32.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
February 17, 2004.

32.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated
February 17, 2004

29