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

Published on May 15, 2001


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 March 31, 2001

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:[ ]

The number of shares of the registrant's Common Stock, no par value,
outstanding as of May 1, 2001 was 34,459,626.


ITEM 1. Financial Statements

EMCORE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)




Three Months Ended Six Months Ended
March 31, March 31,
---------------------------- -------------------------------
2001 2000 2001 2000
---------------------------- -------------------------------

Revenues:
Systems-related....................................... $32,475 $13,370 $59,260 $25,347
Materials-related..................................... 15,432 10,555 28,711 15,079
-------------------------------------------------------------
Total revenues................................. 47,907 23,925 87,971 40,426
Cost of revenues:
Systems-related....................................... 17,568 7,564 32,540 15,082
Materials-related..................................... 10,758 6,425 19,322 8,685
-------------------------------------------------------------
Total cost of revenues......................... 28,326 13,989 51,862 23,767
-------------------------------------------------------------

Gross profit.................................... 19,581 9,936 36,109 16,659

Operating expenses:
Selling, general and administrative .................. 7,552 5,271 14,535 9,995
Goodwill amortization................................. 103 1,098 837 2,196
Research and development.............................. 11,998 4,662 25,177 9,370
-------------------------------------------------------------
Total operating expenses ................................ 19,653 11,031 40,549 21,561
-------------------------------------------------------------

Operating loss.................................. (72) (1,095) (4,440) (4,902)

Other (income) expense:
Interest income, net................................... (794) (615) (2,286) (693)
Other income........................................... (5,890) -- (5,890) --
Imputed warrant interest expense, non-cash............. -- 680 -- 843
Equity in net loss of unconsolidated affiliates........ 3,668 3,047 7,800 5,813
-------------------------------------------------------------
Total other (income) expense............................. (3,016) 3,112 (376) 5,963
-------------------------------------------------------------

Net income (loss)............................... $2,944 ($4,207) ($4,064) ($10,865)
=============================================================

Net income (loss) per basic share (see note 4)........... $0.09 ($0.14) ($0.12) ($0.39)
---------------------------------------------------------------

Net income (loss) per diluted share (see note 4)......... $0.08 ($0.14) ($0.12) ($0.39)
---------------------------------------------------------------


The accompanying notes are an integral part of these
condensed consolidated financial statements.


2

EMCORE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)




At March 31, At September 30,
--------------------------------------------
2001 2000
--------------------------------------------
ASSETS (unaudited)

Current assets:
Cash and cash equivalents....................................... $16,874 $50,849
Marketable securities........................................... 11,974 50,896
Accounts receivable, net of allowance for doubtful accounts
of $712 and $1,065 at March 31, 2001 and
September 30, 2000, respectively.............................. 38,769 18,240
Accounts receivable, related parties............................ 1,875 2,334
Inventories, net................................................ 43,811 30,724
Other current assets............................................ 5,245 1,829
--------------------------------------------
Total current assets..................................... 118,548 154,872

Property, plant and equipment, net................................ 117,548 69,701
Goodwill, net..................................................... 2,997 734
Investments in unconsolidated affiliates.......................... 11,399 17,015
Other assets, net................................................. 5,374 1,580
--------------------------------------------
Total assets............................................. $255,866 $243,902
============================================

LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable................................................ $21,326 $16,512
Accrued expenses................................................ 8,009 6,083
Advanced billings............................................... 24,609 20,278
Capital lease obligations....................................... 66 72
Other current liabilities....................................... 364 340
--------------------------------------------
Total current liabilities................................ 54,374 43,285

Capital lease obligations, net of current portion................. 71 75
Other liabilities................................................. 1,316 1,220
--------------------------------------------
Total liabilities........................................ 55,761 44,580
--------------------------------------------


Shareholders' Equity:
Preferred stock, $.0001 par value, 5,882,352 shares authorized.... -- --
Common stock, no par value, 100,000,000 shared authorized,
34,364,771 shares issued and 34,361,635 outstanding at March
31, 2001; 33,974,698 shares issued and 33,971,562
outstanding at September 30, 2000............................... 319,698 314,780
Accumulated deficit............................................... (112,928) (108,864)
Notes receivable.................................................. (6,362) (6,355)
Treasury stock.................................................... (239) (239)
Accumulated other comprehensive loss.............................. (64) --
--------------------------------------------
Total shareholders' equity............................... 200,105 199,322
--------------------------------------------

Total liabilities and shareholders' equity............... $255,866 $243,902
============================================


The accompanying notes are an integral part of these
condensed consolidated financial statements.


3

EMCORE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)




Six Months Ended March 31,
------------------------------
2001 2000
------------------------------

Cash flows from operating activities:
Net loss.............................................................. ($4,064) ($10,865)
------------------------------
Adjustments to reconcile net loss to net cash (used for) provided by
operating activities:
Depreciation and amortization....................................... 8,996 7,819
Provision for doubtful accounts..................................... 228 240
Non-cash charges on warrant issuances............................... -- 843
Deferred gain on sales to an unconsolidated affiliate............... 120 439
Equity in net loss of unconsolidated affiliates..................... 7,800 5,813
Compensatory stock issuances........................................ 439 255
Change in assets and liabilities:
Accounts receivable - trade....................................... (20,758) (6,477)
Accounts receivable - related parties............................. 460 641
Inventories....................................................... (13,088) (7,696)
Other current assets.............................................. (3,416) (4,322)
Other assets...................................................... (5,183) (151)
Accounts payable.................................................. 4,813 5,943
Accrued expenses.................................................. 1,908 (494)
Advanced billings................................................. 4,330 4,417
Other............................................................. (64) --
------------------------------
Total adjustments....................................... (13,415) 7,270
------------------------------
Net cash used for operating activities.............................. (17,479) (3,595)
------------------------------

Cash flows from investing activities:
Purchase of property, plant, and equipment............................ (55,876) (9,932)
Investments in unconsolidated affiliates.............................. (2,382) (4,083)
Investment in marketable securities, net.............................. 38,915 --
------------------------------
Net cash used for investing activities.............................. (19,343) (14,015)
------------------------------
Cash flows from financing activities:
Payments on capital lease obligations................................. 9 (373)
Proceeds from public stock offering, net of $8,250 issue costs........ -- 127,750
Proceeds from exercise of stock options and employee stock purchase
plan................................................................ 2,824 1,271
Dividends paid on preferred stock..................................... -- (132)
Proceeds from exercise of stock purchase warrants..................... 14 4,078
Proceeds from shareholders' notes receivable.......................... -- 54
------------------------------
Net cash provided by financing activities........................... 2,847 132,648
------------------------------
Net (decrease) increase in cash and cash equivalents.................. (33,975) 115,038
Cash and cash equivalents, beginning of period........................ 50,849 7,165
------------------------------
Cash and cash equivalents, end of period.............................. $16,874 $122,203
==============================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest............................ $21 $220
==============================


The accompanying notes are an integral part of these
condensed consolidated financial statements.



4

EMCORE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended September 30, 1999 and 2000 and the
six months ended March 31, 2001
(in thousands)
(unaudited)




Common Stock Shareholders' Total
--------------------- Accumulated Notes Shareholders'
Shares Amount Deficit Receivable Other Equity
-------- ------------ -------------- -------------- -------------- -------------

Balance at September 30, 1998......... 18,752 $87,443 ($60,196) ($7,667) $19,580

Preferred stock dividends....................... (319) (319)

Accretion of redeemable preferred stock to
redemption value.............................. (52) (52)

Issuance of common stock purchase
warrants..................................... 2,596 2,596

Issuance of common stock from public
offering, net of issuance cost of $5,000...... 6,000 52,000 52,000

Stock option exercise........................... 220 376 376

Stock purchase warrant exercise................. 643 2,450 2,450

Conversion of mandatorily redeemable
convertible preferred stock into common
stock......................................... 1,040 7,125 7,125

Redemptions of shareholders' notes
receivable.................................... 120 120

Compensatory stock issuance..................... 53 436 436

Net loss........................................ (22,689) (22,689)
---------------------------------------------------------------------------------
Balance at September 30, 1999......... 26,708 $152,426 ($83,256) ($7,547) -- $61,623

Preferred stock dividends....................... (83) (83)

Accretion of redeemable preferred stock to
redemption value.............................. (40) (40)

Issuance of common stock purchase
warrants..................................... 689 689

Issuance of non-qualified stock options to
equity investee............................... 835 835

Issuance of common stock from public offering,
net of issuance cost of $8,500................ 2,000 127,500 127,500

Stock option exercise........................... 506 2,197 2,197

Stock purchase warrant exercise................. 1,996 10,874 10,874

Conversion of mandatorily redeemable
convertible preferred stock into common
stock......................................... 2,060 14,193 14,193

Purchase of treasury stock...................... (3) (239) (239)

Redemptions of shareholders' notes
receivable.................................... 1,192 1,192

Compensatory stock issuance..................... 23 566 566

Conversion of convertible subordinated notes
into common stock............................. 682 5,500 5,500

Net loss........................................ (25,485) (25,485)
---------------------------------------------------------------------------------
Balance at September 30, 2000......... 33,972 $314,780 ($108,864) ($6,355) ($239) $199,322

Stock option exercise........................... 318 2,147 2,147

Warrants exercised.............................. 1 14 14

Compensatory stock issuance..................... 13 439 439

Issuance of common stock under employee stock
purchase plan................................. 17 677 677

Issuance of common stock in connection with
acquisition................................... 41 1,840 1,840

Accretion of non-qualified stock options to
equity investee............................... (199) (199)

Accumulated other comprehensive loss............ (64) (64)

Additional shareholders' notes receivable....... (7) (7)

Net loss........................................ (4,064) (4,064)
---------------------------------------------------------------------------------

Balance at March 31, 2001............. 34,362 $319,698 ($112,928) ($6,362) ($303) $200,105
====== ======== ======== ====== ==== ========


The accompanying notes are an integral part of these
consolidated financial statements.


5
EMCORE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1. Interim Financial Information and Description of Business

The accompanying unaudited condensed consolidated financial statements of
EMCORE Corporation ("EMCORE" or the "Company") reflect all adjustments
considered necessary by management to present fairly the Company's consolidated
financial position as of March 31, 2001, the consolidated results of operations
for the three and six-month periods ended March 31, 2001 and 2000 and the
consolidated cash flows for the six-month periods ended March 31, 2001 and 2000.
All adjustments reflected in the accompanying unaudited condensed consolidated
financial statements are of a normal recurring nature unless otherwise noted.
Prior period balances have been reclassified to conform with the current period
financial statement presentation. The results of operations for the three and
six-month periods ended March 31, 2001 are not necessarily indicative of the
results for the fiscal year ending September 30, 2001 or any future interim
period.

EMCORE has two reportable operating segments: the systems-related business
unit and the materials-related business unit. The systems-related business unit
designs, develops and manufactures tools and manufacturing processes used to
fabricate compound semiconductor wafer and devices. This business unit assists
our customers with device design, process development and optimal configuration
of TurboDisc production systems. Revenues for the systems-related business unit
consist of sales of EMCORE's TurboDisc(R) production systems as well as spare
parts and services related to these systems. The materials-related business unit
designs, develops and manufactures compound semiconductor materials. Revenues
for the materials-related business unit include sales of semiconductor wafers,
devices and process development technology. EMCORE's vertically-integrated
product offering allows it to provide a complete compound semiconductor solution
to its customers. The segments reported are the segments of the Company for
which separate financial information is available and for which gross profit
amounts are evaluated regularly by executive management in deciding how to
allocate resources and in assessing performance. The Company does not allocate
assets or operating expenses to the individual operating segments. Services are
performed for each other however there are no intercompany sales transactions
between the two operating segments. Available segment information has been
presented in the Statements of Operations.

NOTE 2. Joint Ventures

In May 1999, General Electric Lighting and the Company formed GELcore, a
joint venture to develop and market High Brightness Light-Emitting Diode ("HB
LED") lighting products. General Electric Lighting and the Company 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, the Company has a 49% non-controlling interest in the GELcore venture
and accounts for its investment under the equity method of accounting. For the
three and six-month periods ended March 31, 2001, the Company recognized a loss
of $0.9 million and $2.2 million, respectively, related to this joint venture
which has been recorded as a component of other income and expense. As of March
31, 2001, the Company's net investment in this joint venture amounted to $7.2
million.

In March 1997, the Company and a subsidiary of Uniroyal Technology
Corporation formed Uniroyal Optoelectronics LLC, a joint venture, to
manufacture, sell and distribute HB LED wafers and package-ready devices. Under
the terms of the joint venture agreement, the Company has a 49% non-controlling
interest in this joint venture and accounts for its investment under the equity
method of accounting. In January 2001, the Company invested an additional $0.8
million in this venture. For the three and six-month periods ended March 31,
2001, the Company recognized a loss of $2.8 million and $5.6 million,
respectively related to this joint venture, which has been recorded as a
component of other income and expense. As of March 31, 2001, the Company's net
investment in this joint venture amounted to $4.2 million.

NOTE 3. Acquisitions

In January 2001, the Company purchased Analytical Solutions, Inc., and
Training Solutions, Inc. both located in Albuquerque, New Mexico. These
companies provide engineering support and analytical services in the form of
performance analysis, failure analysis, cross sectioning and parts qualification
to a wide array of high technology companies. The Company intends that the
acquisition of these companies will accelerate product development and
qualification with customers, particularly in fiberoptics. The total
consideration for these



6


two companies was approximately $4.0 million which was paid in both cash and the
Company's common stock. The acquisition was recorded using the purchase method
of accounting. The Company allocated approximately $3.1 million to goodwill
which is being amortized over a period of five years.

NOTE 4. Earnings Per Share

The Company accounts for earnings per share under the provision of Statement
of Financial Accounting Standards No. 128 "Earnings per share". Basic earnings
per common share were calculated by dividing net income (loss) by the weighted
average number of common stock shares outstanding during the period. Diluted
earnings per common share were calculated by dividing net income by the weighted
average number of shares and dilutive potential shares outstanding during the
year, assuming conversion of the potential shares at the beginning of the period
presented. Shares issuable upon conversion of stock options and other
performance awards have been included in the diluted calculation of
weighted-average shares to the extent that the assumed issuance of such shares
would have been dilutive, as illustrated below. The following table reconciles
the number of shares utilized in the earnings per share calculations for the
three and six-month periods ending March 31, 2001 and 2000, respectively.




Three Months Six Months
Ended March 31, Ended March 31,
----------------- --------------------
2001 2000 2001 2000

Net income (loss)................................. $2,944 ($4,207) ($4,064) ($10,865)

Preferred stock dividends.................... -- (15) -- (82)

Periodic accretion of redeemable
preferred stock to mandatory
redemption value............................. -- (5) -- (40)
------ ------ ------ -------

Net income (loss) attributable to
common shareholders.......................... $2,944 ($4,227) ($4,064) ($10,987)
====== ====== ====== =======

Net income (loss) per basic share............ $0.09 ($0.14) ($0.12) ($0.39)
====== ====== ====== =======

Net income (loss) per diluted share.......... $0.08 ($0.14) ($0.12) ($0.39)
====== ====== ====== =======

Weighted average of outstanding common
shares - basic............................... 34,319 29,790 34,158 28,628

Effect of dilutive securities:
Stock option and warrants.................. 4,067 -- -- --
------ ------ ------ -------

Weighted average of outstanding common
shares - diluted............................. 38,386 29,790 34,158 28,628
====== ====== ====== =======


NOTE 5. Other Income

Other income for the three months ended March 31, 2001 includes a net gain
of $5.9 million related to the settlement of litigation.

NOTE 6. Other Comprehensive Loss

Other comprehensive loss includes foreign currency translation adjustments.




Three Months Six Months
Ended March 31, Ended March 31,
-------------- ---------------
2001 2000 2001 2000
---- ---- ---- ----

Net income (loss).............................. $2,944 ($4,207) ($4,064) ($10,865)
Accumulated other comprehensive income (loss).. 16 -- (64) --
---------- ------------- ------------ ------------
Total comprehensive income (loss)........... $2,960 ($4,207) ($4,128) ($10,865)
========== ============= ============ ============




7

NOTE 7. Inventories

The components of inventories consisted of the following:

As of As of
(Amounts in thousands) March 31, 2001 September 30, 2000
-------------- ------------------

Raw materials................... $30,181 $19,594
Work-in-process............... 11,244 8,831
Finished goods................ 2,386 2,299
--------------- ------------
Total $43,811 $30,724
=============== ============


NOTE 8. Related Parties

The President of Hakuto Co. Ltd. ("Hakuto"), the Company's Asian
distributor, is a member of the Company's Board of Directors and Hakuto is a
minority shareholder of the Company. During the three and six-month periods
ended March 31, 2001, sales made through Hakuto amounted to approximately $4.9
million and $7.8 million, respectively. During the three and six-month periods
ended March 31, 2000, sales made through Hakuto amounted to approximately $3.8
million and $7.4 million respectively.

From time to time, the Company has lent money to certain of its executive
officers and directors. Pursuant to due authorization from the Company's Board
of Directors, the Company lent $3.0 million to Reuben F. Richards, Jr., Chief
Executive Officer and a director of the Company. The promissory note bears
interest at a rate of 5.18% per annum, compounded annually. The note is fully
secured by a pledge of certain shares of the Company's common stock. Principal
and accrued interest is payable in February 2004.

8

NOTE 9. Debt Facilities

On March 1, 2001, the Company entered into an Amended and Restated
Revolving Loan and Security Agreement with First Union National Bank. This
credit facility provides for revolving loans in an amount up to $20.0 million
outstanding at any one time, depending on the Company's borrowing base. These
loans bear interest payable monthly in arrears at a rate equal to the lesser of
the prime rate and LIBOR plus a margin of 1.50%. The credit facility matures on
January 31, 2003. The loans under the credit facility are secured by a security
interest in substantially all of our personal property.

NOTE 10. Recent Accounting Pronouncements

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101. ("SAB 101") "Revenue Recognition in Financial
Statements," which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 101
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosures related to revenue recognition policies. The Company
will adopt SAB 101 by the fourth quarter of fiscal year 2001. Currently, the
Company recognizes revenue from system sales upon shipment, when title passes to
the customer. Subsequent to product shipment, the Company incurs certain
installation costs at the customer's facility that are estimated and accrued at
the time the sale is recognized. SAB 101 will require the Company to defer
revenue and costs related to this installation portion until the service is
completed. Had the Company adopted SAB 101, management has determined the impact
of such adoption would have resulted in a deferral of approximately $4.0 million
of system revenue and an decrease in net income of approximately $3.3 million
during the three months ended March 31, 2001. Generally, system installation
takes 2-4 weeks, therefore, revenue deferral would be predominantly recognized
in the ensuing quarter and the adoption of SAB 101 would be considered only a
timing difference predominately on systems shipped during the last month of a
quarter. Management does not anticipate that SAB 101 will have an effect on the
Company's material and device revenues.

NOTE 11. Subsequent Events

Debt Facilities - On May 2, 2001 the Company announced it had agreed to
privately place $150 million aggregate principal amount of 5% convertible
subordinated notes due 2006. The notes are convertible into EMCORE common stock
at a conversion price of $48.76 per share. The Company also granted the initial
purchasers of the notes a 30-day option to purchase an additional $25 million
principal amount of the notes. On May 7, 2001, the Company completed the private
placement of $175 million aggregate principal amount of the notes. The Company
intends to use the proceeds of the offering for general corporate purposes,
including capital expenditures, working capital, funding its joint ventures,
repaying existing indebtedness, and research and development. In addition, the
Company may use a portion of the proceeds of the offering to strategically
acquire or invest in complementary businesses, products or technology, either
directly or through its joint ventures.

Joint Venture - On April 11, 2001, the Company invested an additional $3.9
million into the GELcore joint venture.

Commitments and Contingencies - In 1992, EMCORE received a royalty bearing,
non-exclusive license under a patent held by Rockwell International Corporation
which relates to an aspect of the manufacturing process used by its TurboDisc
systems. In October 1996, EMCORE initiated discussions with Rockwell to receive
additional licenses to permit EMCORE to use this technology to manufacture and
sell compound semiconductor wafers and devices. In November 1996, EMCORE
suspended these negotiations because of litigation surrounding the validity of
the Rockwell patent. EMCORE also ceased making royalty payments to Rockwell
under the license during the pendency of the litigation. In January 1999, the
case was settled and a judgment was entered in favor of Rockwell. On April 25,
2001, the Company entered into a settlement agreement with Rockwell
Technologies, LLC which released us from any liability relating to our
manufacture and past sales of epitaxial wafers, chips and devices under
Rockwell's US Patent No. 4,368,098. At March 31, 2001, the Company was fully
reserved for this settlement payment.



9

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

This report contains forward-looking statements based on our current
expectations, estimates, and projections about our industry, management's
beliefs, and certain assumptions made by us. Words such as "anticipates",
"expects", "intends", "plans", "believes", "seeks", "estimates", "may", "will"
and variations of these words or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. These statements are not a guarantee of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Therefore, our actual results could differ materially and adversely
from those expressed in any forward-looking statements as a result of various
factors, including, but not limited to: rapid growth which places a strain on
our resources; our expectation of continued operating losses; rapid technology
changes in the compound semiconductor industry that require us to continually
improve existing products, design and sell new products and manage the costs of
research and development in order to effectively compete; fluctuations in our
quarterly operating results which may negatively impact our stock price; the
fact that our joint venture partners, who have control of these ventures, may
make decisions that we do not agree with and thereby adversely affect our net
income; our exposure to export risks since a large percentage of our revenues
are from foreign sales; the potential for us to lose sales if we are unable to
obtain government authorization to export our products; the fact that our
products are difficult to manufacture and small manufacturing defects can
adversely affect our production yields and our operating results; lengthy sales
and qualifications cycles for our products that are typical of our industry and,
in many cases, require us to invest a substantial amount of time and funds
before we receive orders; industry demand for skilled employees, particularly
scientific and technical personnel with compound semiconductor experience which
exceeds the number of skilled personnel available; protecting our trade secrets
and obtaining patent protection which is critical to our ability to compete for
business; licenses that may be required to continue to manufacture and sell
certain of our compound semiconductor wafers and devices, the expense of which
may adversely affect our results of operations; interruptions in our business
and a significant loss of sales to Asia which may result if our primary Asian
distributor fails to effectively market and service our products; our
management's stock ownership which gives them the power to control business
affairs and prevent a takeover that could be beneficial to unaffiliated
shareholders; the consequences of unsuccessful control of the hazardous raw
materials used in our manufacturing process which could result in costly
remediation fees, penalties or damages under environmental and safety
regulations; our business or our stock price which could be adversely affected
by issuance of preferred stock; certain provisions of New Jersey Law and our
charter which may make a takeover of our company difficult even if such takeover
could be beneficial to some of our shareholders; fluctuations in the price of
our common stock which may continue in the future. Our Annual Report on Form
10-K and other SEC filings discuss some of the important risk factors that may
affect our business, results of operations and financial condition. We undertake
no obligation to revise or update publicly and forward-looking statements for
any reason.

OVERVIEW:

EMCORE Corporation designs, develops and manufactures compound
semiconductor wafers and devices and is a leading developer and manufacturer of
the tools and manufacturing processes used to fabricate compound semiconductor
wafers and devices. Compound semiconductors are composed of two or more elements
and usually consist of a metal, such as gallium, aluminum or indium, and a
non-metal such as arsenic, phosphorus or nitrogen. Many compound semiconductors
have unique physical properties that enable electrons to move through them at
least four times faster than through silicon-based devices and are therefore
well suited to serve the growing need for efficient, high performance electronic
systems.

EMCORE offers a comprehensive portfolio of products and systems for the
rapidly expanding broadband, wireless communications and solid state lighting
markets. We have developed extensive materials science expertise and process
technology to address our customers' needs. Customers can take advantage of our
vertically integrated solutions approach by purchasing custom-designed wafers
and devices from us, or by manufacturing their own devices in-house using one of
our metal organic chemical vapor deposition ("MOCVD") production systems
configured to their specific needs. Our products and systems enable our
customers to cost effectively introduce new and improved high performance
products to the market faster in high volumes.

The growth in our business is driven by the widespread deployment of fiber
optic networks, introduction of new wireless networks and services, rapid



10

build-out of satellite communication systems, increasing use of more power
efficient lighting sources, increasing use of electronics in automobiles and
emergence of advanced consumer electronic applications. Also, the growing
demands for higher volumes of a broad range of higher performance devices has
resulted in manufacturers increasingly outsourcing their needs for compound
semiconductor wafers and devices. Our expertise in materials science and process
technology provides us with a competitive advantage to manufacture compound
semiconductor wafers and devices in high volumes. We have increased revenues at
a compound annual growth rate ("CAGR") of 30% over the three fiscal years ended
September 30, 2000, from $47.8 million in fiscal 1997 to $104.5 million in
fiscal 2000.

Wafers and Devices

EMCORE offers a broad array of compound semiconductor wafers and devices,
including optical components and components for use in high-speed data
communications and telecommunications networks, radio frequency materials ("RF
materials") used in mobile communications products such as wireless modems and
handsets, solar cells that power commercial and military satellites high
brightness light-emitting diodes ("HB LEDs") for several lighting markets and
magneto resistive sensors ("MR sensors") for various automotive applications.

o Optical Components and Modules. Our family of vertical cavity surface
emitting lasers ("VCSEL") and VCSEL array transceiver and transponder
products, as well as our photodiode array components, serve the rapidly
growing high-speed data communications network markets, including the
Gigabit Ethernet, FibreChannel, Infiniband, and Very Short Reach OC-192,
the emerging Very Short Reach OC-768 and related markets. Our strategy is
to manufacture high cost optical components and subassemblies in-house,
using our proprietary technologies, to reduce the overall cost of our
transceiver and transponder modules.

o RF Materials. We currently produce 4-inch and 6-inch InGaP HBT and pHEMT
materials that are used by our wireless customers for power amplifiers for
GSM, TDMA, CDMA and the emerging 3G multiband wireless handsets.

o Solar Cells. Solar cells are typically the largest single cost component of
a satellite. Our compound semiconductor solar cells, which are used to
power commercial and military satellites, have achieved industry-leading
efficiencies. Solar cell efficiency dictates the electrical power of the
satellite and bears upon the weight and launch costs of the satellite. We
began shipping our triple junction solar cells in December 2000.

o HB LEDs. Through our joint ventures with General Electric Lighting and
Uniroyal Technology Corporation, we provide advanced HB LED technology used
in such products as wafers and package-ready devices and in such
applications as traffic lights, miniature lamps, automotive lighting, and
flat panel displays.

Production Systems

EMCORE is a leading provider of compound semiconductor technology processes
and MOCVD production tools. We believe that our proprietary TurboDisc deposition
technology makes possible one of the most cost-effective production processes
for the commercial volume manufacture of high-performance compound semiconductor
wafers and devices, which are integral to broadband communication applications.

Customers

Our customers include Agilent Technologies Ltd., Anadigics Inc.,
Boeing-Spectrolab, Corning, Inc., General Motors Corp., Hewlett Packard Co.,
Honeywell International Inc., IBM, JDS Uniphase Corp., Loral Space
&Communications Ltd., Lucent Technologies, Inc., Motorola, Inc., Nortel Networks
Corp., Siemens AG's Osram GmbH subsidiary, TriQuint Semiconductor, Inc. and more
than a dozen of the largest electronics manufacturers in Japan.

Benefits of Compound Semiconductors

Recent advances in information technologies have created a growing need for
efficient, high- performance electronic systems that operate at very high
frequencies, have increased storage capacity and computational and display
capabilities and can be produced cost-effectively in commercial volumes. In the
past, electronic systems manufacturers have relied on advances in silicon
semiconductor technology to meet many of these demands. However, the newest
generation of high-performance electronic and optoelectronic applications
require certain functions that are generally not achievable using silicon-based
components. Compound semiconductors have emerged as an enabling technology to
meet the complex requirements of today's advanced information systems. Many
compound semiconductor materials have unique physical properties that allow
electrons to move at least four times faster than through silicon-based devices.



11

Advantages of compound semiconductor devices over silicon devices include:
operation at higher speeds; lower power consumption; less noise and distortion;
and optoelectronic properties that enable these devices to emit and detect
light. Although compound semiconductors are more expensive to manufacture than
the more traditional silicon-based semiconductors, electronics manufacturers are
increasingly integrating compound semiconductors into their products in order to
achieve the higher performance demands of today's electronic products and
systems.

Strategy

Our objective is to capitalize on our position as a leading developer and
manufacturer of compound semiconductor tools and manufacturing processes to
become the leading supplier of compound semiconductor wafers and devices. The
key elements of our strategy are to: apply our core materials and manufacturing
expertise across multiple product applications; target high growth market
opportunities; continue to recognize greater value for our core technology;
partner with key industry participants; and, continue our investment in research
and development to maintain technology leadership.

Highlights of the Quarter:

Shipment of Industry's First Commercial 10 Gbps VCSEL:

This new optical device meets emerging speed and performance requirements in
data communication networks, and was designed to work in existing optical
components. The 10 Gbps VCSEL features 3 dB bandwidth in excess of 10 GHz,
enabling transceiver vendors to develop devices that meet 10 Gbps short-haul
multimode standards. The timely availability of the 10 Gbps VCSEL light source
will help catapult EMCORE's customers into the next generation of their
broadband product offerings.

Technology Award Winner:

The Company's VCSEL arrays (1 X 4 and 1 X 12) were selected from 2,400 new
products to win Fiberoptic Product News Magazine's technology award based on
design and technological innovation. VCSEL arrays are ideal for providing high
speed cost effective links to enable faster data transmission without increasing
the size of the switch, are instrumental in developing optical backplanes for
high speed computers, and are part of the emerging Infiniband (SM) standard.

Development of 2.5 Gbps Optical Subassemblies:

The Company designed and developed 2.5 Gbps LC and SC TOSA packages, which are
cost effective and ideal for easy integration into existing and new transceiver
module designs. Both products use the Company's 2.5 Gbps oxide VCSEL, which
meets the performance requirements of short reach and very short reach multimode
fiber optic applications, including LANs, SANs, backplane, rack-to-rack and
intraswitch. By offering a single product for all applications, EMCORE enables
their customers to reduce the number of inventory items they must carry.

Results of Operations

The following table sets forth the condensed consolidated Statement of
Operations data of EMCORE expressed as a percentage of total revenues for the
three and six-month periods ended March 31, 2001 and 2000:

Statement of Operations Data:



Three Months Ended Six Months Ended
March 31, March 31,
-------------------- --------------------
2001 2000 2001 2000
---- ---- ---- ----

Revenues.................................... 100.0% 100.0% 100.0% 100.0%
Cost of revenues............................ 59.1% 58.5% 59.0% 58.8%
--------- ---------- ---------- --------
Gross profit...................... 40.9% 41.5% 41.0% 41.2%
Operating expenses:
Selling, general and administrative.. 15.8% 22.0% 16.5% 24.7%
Goodwill amortization................ 0.2% 4.6% 1.0% 5.4%
Research and development............. 25.0% 19.5% 28.6% 23.2%
--------- ---------- ---------- ---------
Total operating expenses........... 41.0% 46.1% 46.1% 53.3%
--------- ---------- ---------- --------
Operating loss........................ (0.1%) (4.6%) (5.1%) (12.1%)
Other (income) expense:
Interest income, net................... (1.7%) (2.6%) (2.6%) (1.7%)
Other income........................... (12.3%) -- (6.7%) --
Imputed warrant interest expense....... -- 2.8% -- 2.1%
Equity in net loss of unconsolidated
affiliates........................... 7.7% 12.8% 8.9% 14.4%
--------- ---------- ---------- ---------
Total other (income) expenses...... (6.3%) 13.0% (0.4%) 14.8%
--------- ---------- ---------- ---------
Net income (loss)........................... 6.2% (17.6%) (4.6%) (26.9%)
========= ========== ========== =========



12


EMCORE has generated a significant portion of its sales to customers
outside the United States. EMCORE anticipates that international sales will
continue to account for a significant portion of revenues. Historically, EMCORE
has received substantially all payments for products and services in U.S.
dollars and therefore EMCORE does not currently 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 worldwide revenues by
geographic region.




For the fiscal years ended September 30,
- ---------------------------------------------------------------------------------------------------------------------
2000 1999 1998
- ---------------------------------------------------------------------------------------------------------------------
(in thousands) Revenue % of revenue Revenue % of revenue Revenue % of revenue
------------- --------------- ----------- --------------- ----------- ----------------

Region:
North America $64,174 62% $27,698 48% $26,648 61%
Asia 34,656 33% 28,211 48% 15,527 35%
Europe 5,676 5% 2,432 4% 1,585 4%
--------------------- ------------- --------------- ----------- --------------- ----------- ----------------
TOTAL $104,506 100% $58,341 100% $43,760 100%
======== ==== ======= ==== ======= ====





For the six months ended March 31,
-------------------------------------------------------------------------------------------
2001 2000
-------------------- -------------------------------------- -------------------------------
(in thousands) Revenue % of revenue Revenue % of revenue
------------------ ------------------- --------------- ---------------

Region

North America $45,744 52% $22,422 55%
Asia 35,639 41% 13,303 33%
Europe 6,588 7% 4,701 12%
-------------------- ------------------ ------------------- --------------- ---------------
TOTAL $87,971 100% $40,426 100%
======= ==== ======= ====


As of March 31, 2001, EMCORE had an order backlog of $155.5 million
scheduled to be shipped through March 31, 2002. This represents an increase of
24% or $30.5 million since September 30, 2000. March 2001 backlog also compares
favorably to the sequential backlog reported at December 31, 2000 of $155.0
million. EMCORE includes in backlog only customer purchase orders that have been
accepted by EMCORE and for which shipment dates have been assigned within the 12
months to follow and research contracts that are in process or awarded. Wafer
and device agreements extending longer than one year in duration are included in
backlog only for the ensuing 12 months. EMCORE receives partial advance payments
or irrevocable letters of credit on most production system orders.

EMCORE has two reportable operating segments: the systems-related business
unit and the materials-related business unit. The systems-related business unit
designs, develops and manufactures tools and manufacturing processes used to
fabricate compound semiconductor wafer and devices. This business unit assists
our customers with device design, process development and optimal configuration
of TurboDisc production systems. Revenues for the systems-related business unit
consist of sales of EMCORE's TurboDisc production systems as well as spare parts
and services related to these systems. The materials-related business unit
designs, develops and manufactures compound semiconductor materials. Revenues
for the materials-related business unit include sales of semiconductor wafers,
devices, packaged devices, modules and process development technology. EMCORE's
vertically-integrated product offering allows it to provide a complete compound
semiconductor solution to its customers. The segments reported are the segments
of EMCORE for which separate financial information is available and for which
gross profit amounts are evaluated regularly by executive management in deciding



13

how to allocate resources and in assessing performance. EMCORE does not allocate
assets or operating expenses to the individual operating segments. Services are
performed for each other however there are no intercompany sales transactions
between the two operating segments.

Comparison of three and six-month periods ended March 31, 2001 and 2000

Revenues. EMCORE's revenues increased 100% or $24.0 million from $23.9
million for the three- month period ended March 31, 2000 to $47.9 million for
the three-month period ended March 31, 2001. For the six-month period ended
March 31, 2001, revenues increased 118% or $47.5 million from $40.4 million in
2000 to $88.0 million in 2001. On a sequential basis, revenues reached record
levels for the fifth consecutive quarter and increased 20% or $7.8 million from
$40.1 million reported in the prior quarter. This increase in revenues was
attributable to both systems and materials-related product lines. For the
six-month period, systems-related revenues increased 134% or $33.9 million from
$25.3 million to $59.3 million. On a sequential basis, systems-related revenues
increased 21% or $5.7 million from $26.8 million reported in the prior quarter.
The number of MOCVD production systems shipped during the six-month period
increased 128% from 18 in 2000 to 41 systems in 2001. Management expects fiscal
year 2001 system shipments to increase approximate 90% over fiscal year 2000
shipments to approximately 90 MOCVD systems. Materials-related revenues for the
six-month period increased 90% or $13.6 million from $15.1 million to $28.7
million. On a sequential basis, materials-related revenues increased 16% or $2.2
million from $13.3 million reported in the prior quarter. This revenue growth
was primarily related to sales of solar cells, pHEMT and HBT epitaxial wafers
and VCSELs, which increased 39%, 192% and 304%, respectively, from the prior
year. As a percentage of revenues, systems and materials-related revenues
accounted for 63% and 37%, respectively, for the six-month period ended March
31, 2000 and 67% and 33%, respectively, for the six-month period ended March 31,
2001. EMCORE expects the product mix between systems and materials to approach
50% as other new products are introduced and production of commercial volumes of
these materials commences. International sales accounted for 45% of revenues for
the six-month period ended March 31, 2000 and 48% of revenues for the six-month
period ended March 31, 2001.

Gross Profit. EMCORE's gross profit increased 97% or $9.6 million from $9.9
million for the three- month period ended March 31, 2000 to $19.5 million for
the three-month period ended March 31, 2001. For the six-month period ended
March 31, 2001, gross profit increased 117% or $19.5 million from $16.7 million
in 2000 to $36.1 million in 2001. On a sequential basis, gross profit increased
19% or $3.1 million from $16.5 million. For the six-month period, gross profit
earned on systems-related revenues increased 160% or $16.5 million from $10.3
million to $26.7 million. This is due primarily to the increase in sales of
production systems, as well as, improved manufacturing efficiencies. Component
and service related revenues continue to increase since EMCORE's production
system installed base now exceeds 400 MOCVD systems. For the six-month period,
gross profit earned on materials-related revenues increased 47% or $3.0 million
from $6.4 million to $9.4 million. Management expects gross profits on
materials-related sales to increase due to recent yield improvements in
manufacturing processes and expected increased production output due to EMCORE's
strong order backlog of material-related products.

Selling, General and Administrative. Selling, general and administrative
expenses increased by 43% or $2.3 million from $5.3 million for the three-month
period ended March 31, 2000 to $7.6 million for the three-month period ended
March 31, 2001. For the six-month period ended March 31, 2001, selling general
and administrative expenses increased 45% or $4.5 million from $10.0 in 2000 to
$14.5 million in 2001. On a sequential basis, selling, general and
administrative expenses increased 8% or $0.6 million from $7.0 million incurred
in the prior quarter. A significant portion of the increase was due to headcount
increases in marketing and sales personnel to support domestic and foreign
markets and other administrative headcount additions to sustain internal
support. As a percentage of revenue, selling, general and administrative
expenses decreased from 25% for the six-month period ended March 31, 2000 to 17%
for the six-month period ended March 31, 2001. On a sequential basis, as a
percentage of revenue, selling, general and administrative expenses decreased
from 17% realized in the prior quarter to 16%.

Goodwill Amortization. Goodwill of $3.1 million was recorded in connection
with our acquisitions of Analytical Solutions, Inc. and Training Solutions, Inc.
in January 2001. This goodwill is being amortized over a period of five years.
During the three months ended March 31, 2001, goodwill amortization totaled $0.1
million.

Research and Development. Research and development expenses increased 157%
or $7.3 million from $4.7 million in the three-month period ended March 31, 2000
to $12.0 million in the three month-period ended March 31, 2001. For the
six-month period ended March 31, 2001, research and development increased 169%
or $15.8 million from $9.4 million in 2000 to $25.2 million in 2001. On a
sequential basis, research and development expenses decreased 9% or $1.2 million
from $13.2 million incurred in the last quarter. The completion and release of



14

several new fiber optic products, including a 10 Gbps serial device and 2.5 Gbps
LC/SC TOSAs (optical subassemblies) for various data communications network
applications, contributed to the decrease. To maintain growth and to continue to
pursue market leadership in materials science technology, management expects the
amount to continue to invest a significant amount of its resources in research
and development. EMCORE expects the amount of research and development
expenditures to continue at levels similar to the second quarter's for the
remainder of fiscal year 2001 as the Company finalizes the development and
commercialization of new fiber optic products, including long wavelength VCSELs
(vertical cavity surface emitting lasers), optical subassemblies and modules. As
a percentage of revenue, research and development expenses decreased from 33%
for the three months ended December 31, 2000 to 25% for the three months ended
March 31, 2001.

Interest income, net. For the three-month period ended March 31, 2001, net
interest income increased $0.2 million from $0.6 million in 2000 to $0.8
million. For the six-month period ended March 31, 2001, interest expense
increased 230% or $1.6 million from $0.7 million in 2000 to $2.3 million in
2001. Higher cash balances early in fiscal year 2001 contributed to increased
interest income.

Other income, net. Other income for the three months ended March 31, 2001
includes a net gain of $5.9 million related to the settlement of litigation.

Equity in unconsolidated affiliates. Because EMCORE does not have a
controlling economic and voting interest in its joint ventures, EMCORE accounts
for these joint ventures under the equity method of accounting. For the three
months ended March 31, 2001, EMCORE incurred a net loss of approximately $0.9
million related to the GELcore joint venture, down from a $1.1 million net loss
incurred in 2000. On a sequential basis, GELcore's net loss decreased 32% or
$0.4 million from $1.3 million incurred last quarter. EMCORE also incurred a net
loss of approximately $2.8 million related to the UOE joint venture in the three
months ended March 31, 2001, up from a $1.9 million net loss incurred in 2000.
On a sequential basis, UOE's net loss remained flat at $2.8 million for each
period.

Income Taxes. As a result of its losses, EMCORE did not incur any income
tax expense in both the three and six-month periods ended March 31, 2001 and
2000.

EMCORE has experienced and expects to continue to experience significant
fluctuations in quarterly results. Factors which have had an influence on and
may continue to influence EMCORE's operating results in a particular quarter
include, but are not limited to, the timing of receipt of orders, cancellation,
rescheduling or delay in product shipment or supply deliveries, product mix,
competitive pricing pressures, EMCORE's ability to design, manufacture and ship
products on a cost effective and timely basis, including the ability of EMCORE
to achieve and maintain acceptable production yields for wafers and devices,
regional economic conditions and the announcement and introduction of new
products by EMCORE and by its competitors. The timing of sales of EMCORE's
TurboDisc production systems may cause substantial fluctuations in quarterly
operating results due to the substantially higher per unit price of these
products relative to EMCORE's other products. If the compound semiconductor
industry experiences downturns or slowdowns, EMCORE's business, financial
condition and results of operations may be materially and adversely affected.

Liquidity and Capital Resources

EMCORE has funded operations to date through sales of equity, bank
borrowings, subordinated debt and revenues from product sales. In June 1999,
EMCORE completed a secondary public offering and raised approximately $52.0
million, net of issuance costs. In March 2000, EMCORE completed an additional
public offering and raised approximately $127.5 million, net of issuance costs.
As of March 31, 2001, EMCORE had working capital of approximately $64.2 million,
including $28.8 million in cash, cash equivalents and marketable securities.

Cash used for operating activities approximated $17.5 million during the
six-month period ended March 31, 2001 as a result of increases in both inventory
and accounts receivable. The increase in accounts receivable was within
expectations of the 100% increase in revenues from the prior year. For the six
months ended March 31, 2001 net cash used for investment activities amounted to
$19.3 million, which represents an increase of 38% or $5.3 million from the
prior year. For the six months ended March 31, 2001, EMCORE's capital
expenditures totaled $55.9 million, which was used primarily for capacity
expansion at both New Jersey and New Mexico's manufacturing facilities. EMCORE
quadrupled its production capacity for GaInP HBTs and pHEMTs to meet wireless
and fiber optic market demands. Completed in January 2001, EMCORE tripled its
cleanroom manufacturing capacity in New Mexico by adding on an additional 36,000
square feet to the existing 50,000 square foot building which houses EMCORE's
solar cell, optical components and networking products. EMCORE's planned capital
expenditures are expected to total approximately $80.0 million during fiscal
year 2001. Capital spending in fiscal year 2001 also includes the purchase of
and continued upgrades to manufacturing facilities, continued investment in
analytical and diagnostic research and development equipment, upgrading and



15

purchasing computer equipment and the manufacture of TurboDisc MOCVD production
systems used internally for production of materials-related products. EMCORE's
net investment in marketable securities was reduced by $38.9 million during the
six months ended March 31, 2001. Net cash provided by financing activities for
the six months ended March 31, 2001 amounted to approximately $2.8 million
primarily from proceeds of stock option exercises and employee participation in
EMCORE's Employee Stock Purchase Plan.

On May 2, 2001 the Company announced that that it had agreed to privately
place $150 million aggregate principal amount of 5% convertible subordinated
notes due 2006. The notes are convertible into EMCORE common stock at a
conversion price of $48.76 per share. The Company also granted the initial
purchasers of the notes a 30-day option to purchase an additional $25 million
principal amount of the notes. On May 7, 2001, the Company completed the private
placement of $175 million aggregate principal amount of the notes. The Company
intends to use the proceeds of the offering for general corporate purposes,
including capital expenditures, working capital, funding its joint ventures,
repaying existing indebtedness, and research and development. In addition, the
Company may use a portion of the proceeds of the offering to strategically
acquire or invest in complementary businesses, products or technology, either
directly or through its joint ventures. EMCORE believes that its current
liquidity, together with available credit, should be sufficient to meet its cash
needs for working capital through fiscal year 2002.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

During the six months ended March 31, 2001, EMCORE invested in high-grade
corporate debt, commercial paper, government securities and other investments at
fixed interest rates that vary by security. No other material changes in market
risk were identified. EMCORE had no debt outstanding as of March 31, 2001.


16

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable

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

The following matters were submitted to a vote of shareholders at the
Company's 2001 Annual Meeting of Shareholders held February 28, 2001:

a) Election of Directors:
Number of shares
For Withheld
--- --------
Robert Louis Dreyfus 25,996,382 4,234,438
Charles Scott 28,593,343 1,637,077
Richard A. Stall 30,103,227 127,593

b) Ratify selection of Deloitte & Touche LLP as independent auditors
of the Company for fiscal year ended September 30, 2001.

Number of shares: For: 30,108,406 Against: 34,052 Abstain: 88,352

c) Approval of an increase in the number of shares of Common Stock
available for issuance under the 2000 Stock Option Plan.

For: 14,881,574 Against: 10,488,015 Abstain: 57,122


ITEM 5. OTHER INFORMATION

Not applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) List of Exhibits:

4.1 Indenture, dated as of May 7, 2001, between the Company and
Wilmington Trust Company, as Trustee.

4.2 Note, dated as of May 7, 2001, in the amount of
$175,000,000.


4.3 Amended And Restated Revolving Loan And Security Agreement,
dated as of March 1, 2001, between the Company and First
Union National Bank.

10.1 Registration Rights Agreement, dated as of May 7, 2001,
among the Company and Credit Suisse First Boston
Corporation, on behalf of the initial purchasers.

(b) Reports on Form 8-K:

- No reports on Form 8-K were filed during the quarter ended
March 31, 2001


17

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: May 14, 2001 By: /s/ Reuben F. Richards, Jr.
---------------------------------------------
Reuben F. Richards, Jr.
President and Chief Executive Officer

Date: May 14, 2001 By: /s/ Thomas G. Werthan
---------------------------------------------
Thomas G. Werthan
Vice President and Chief Financial Officer



18