EMCORE Corporation
EMCORE CORP (Form: 10-Q, Received: 05/06/2015 16:21:55)

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

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
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 001-36632

  EMCORE Corporation
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
22-2746503
(I.R.S. Employer Identification No.)
 
 
2015 W. Chestnut Street, Alhambra, California, 91803
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:   (626) 293-3400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. ¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes x No

As of May 1, 2015 , the number of shares outstanding of our no par value common stock totaled 32,296,486 .




CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities and Exchange Act of 1934, as amended (the Exchange Act). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are largely based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports and statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates”, “believes”, “can”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “plans”, “projects”, "should", “targets”, “will”, "would", and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as our expected liquidity, development of new products, enhancements or technologies, sales levels, expense levels, and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of our business or our industry to be materially different from those expressed or implied by any forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation the following: (a) the rapidly evolving markets for the Company's products and uncertainty regarding the development of these markets; (b) the Company's historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period; (c) delays and other difficulties in commercializing new products; (d) the failure of new products: (i) to perform as expected without material defects, (ii) to be manufactured at acceptable volumes, yields, and cost, (iii) to be qualified and accepted by our customers, and, (iv) to successfully compete with products offered by our competitors; (e) uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally; (f) actions by competitors; and (g) other risks and uncertainties discussed under Item 1A - Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014, as updated by our subsequent periodic reports. These cautionary statements apply to all forward-looking statements wherever they appear in this Quarterly Report.

Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While these statements represent our judgment on what the future may hold, and we believe these judgments are reasonable, these statements are not guarantees of any events or financial results. All forward-looking statements in this Quarterly Report are made as of the date hereof, based on information available to us as of the date hereof, and subsequent facts or circumstances may contradict, obviate, undermine, or otherwise fail to support or substantiate such statements. We caution you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended September 30, 2014. Certain information included in this Quarterly Report may supersede or supplement forward-looking statements in our other reports filed with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statement to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.




2


EMCORE Corporation
FORM 10-Q
For The Quarterly Period Ended March 31, 2015

TABLE OF CONTENTS

 
 
 
Page
Financial Information
 
 
Item 1.
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
Part II:
Other Information
 
 
Item 1.
 
Item 1A.
 
Item 2.
 
Item 3.
 
Item 4.
 
Item 5.
 
 
 




3

Table of Contents

PART I.
Financial Information
ITEM 1.
Financial Statements

EMCORE CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Three and Six Months Ended March 31, 2015 and 2014
(in thousands, except net income (loss) per share)
(unaudited)

For the three months ended March 31,
 
For the six months ended March 31,
 
2015

2014
 
2015
 
2014
Revenue
$
19,057


$
12,953

 
$
37,473

 
$
27,616

Cost of revenue
12,678


10,055

 
25,915

 
22,327

Gross profit
6,379


2,898

 
11,558

 
5,289

Operating expense:
 

 
 
 
 
 
Selling, general, and administrative
5,954


4,328

 
14,581

 
9,984

Research and development
2,022


2,676

 
4,196

 
4,500

Gain from change in estimate on ARO obligation



 
(845
)
 

Loss on sale of assets



 
228

 

Total operating expense
7,976


7,004

 
18,160

 
14,484

Operating loss
(1,597
)

(4,106
)
 
(6,602
)
 
(9,195
)
Other income (expense):
 

 
 
 
 
 
Interest income (expense), net
165


(117
)
 
35

 
(243
)
Foreign exchange (loss) gain
(6
)

(90
)
 
51

 
10

Gain on sale of investment


17

 

 
307

Change in fair value of financial instruments
86


7

 
122

 
(71
)
Total other income (expense)
245


(183
)
 
208

 
3

Loss from continuing operations before income tax expense
(1,352
)

(4,289
)
 
(6,394
)
 
(9,192
)
Income tax benefit (expense)
396


(433
)
 
2,308

 
647

Loss from continuing operations
(956
)

(4,722
)
 
(4,086
)
 
$
(8,545
)
Income (loss) from discontinued operations, net of tax
4,008


(710
)
 
63,266

 
1,059

Net income (loss)
$
3,052


$
(5,432
)
 
$
59,180

 
$
(7,486
)
Other comprehensive income (net of tax):
 
 
 
 
 
 
 
Foreign exchange translation adjustment
(8
)

(43
)
 
(719
)
 
2

Other comprehensive (loss) income
(8
)
 
(43
)
 
(719
)
 
2

Comprehensive income (loss)
$
3,044


$
(5,475
)
 
$
58,461

 
$
(7,484
)
Per share data:





 
 
 
 
Net income (loss) per basic and diluted share:





 
 
 
 
Continuing operations
$
(0.03
)

$
(0.16
)
 
$
(0.13
)
 
$
(0.28
)
Discontinued operations
0.13


(0.02
)
 
2.00

 
0.03

Net income (loss) per basic and diluted share
$
0.10


$
(0.18
)
 
$
1.87

 
$
(0.25
)




 
 
 
 
Weighted-average number of basic and diluted shares outstanding
32,077


30,392

 
31,640

 
30,162


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

4


EMCORE CORPORATION
Condensed Consolidated Balance Sheets
As of March 31, 2015 and September 30, 2014
(in thousands, except per share data)
(unaudited)

 
As of
 
As of
 
March 31,
2015
 
September 30,
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
140,965

 
$
20,687

Restricted cash
168

 
1,482

Accounts receivable, net of allowance of $413 and $116, respectively
17,110

 
12,769

Inventory
15,501

 
15,644

Deferred income taxes, net

 
3,908

Prepaid expenses and other current assets
6,236

 
5,336

Current assets of discontinued operations

 
44,065

Total current assets
179,980

 
103,891

Property, plant, and equipment, net
7,976

 
10,446

Other intangible assets, net
70

 
82

Note receivable
15,482

 

Deferred income taxes, net

 
20,172

Other non-current assets, net of allowance of $3,561 and $3,561, respectively
320

 
512

Non-current assets of discontinued operations

 
56,239

Total assets
$
203,828

 
$
191,342

LIABILITIES and SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Borrowings from credit facility
$

 
$
26,518

Accounts payable
6,819

 
6,804

Deferred gain associated with sale of assets
3,400

 
3,400

Warrant liability

 
122

Accrued expenses and other current liabilities
15,976

 
15,209

Current liabilities of discontinued operations

 
20,924

Total current liabilities
26,195

 
72,977

Asset retirement obligations
1,731

 
4,543

Other long-term liabilities
415

 
755

Non-current liabilities of discontinued operations

 
720

Total liabilities
28,341

 
78,995

Commitments and contingencies (Note 12)


 


Shareholders’ equity:
 
 
 
Preferred stock, $0.0001 par value, 5,882 shares authorized; none issued or outstanding

 

Common stock, no par value, 50,000 shares authorized; 32,303 shares issued and 32,263 shares outstanding as of March 31, 2015; 31,149 shares issued and 31,109 shares outstanding as of September 30, 2014
760,047

 
755,368

Treasury stock, at cost; 40 shares
(2,071
)
 
(2,071
)
Accumulated other comprehensive income
1,118

 
1,837

Accumulated deficit
(583,607
)
 
(642,787
)
Total shareholders’ equity
175,487

 
112,347

Total liabilities and shareholders’ equity
$
203,828

 
$
191,342


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

5


EMCORE CORPORATION
Condensed Consolidated Statements of Cash Flows
For the six months ended March 31, 2015 and 2014
(in thousands)
(unaudited)




 
For the six months ended March 31,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income (loss)
$
59,180

 
$
(7,486
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
Depreciation, amortization, and accretion expense
1,803

 
4,163

Stock-based compensation expense
3,760

 
2,239

Deferred income taxes
24,080

 

Gain on sale of Photovoltaics Business
(87,022
)
 

Gain on sale of Digital Products Business
(1,994
)
 

Gain on sale of an investment

 
(307
)
Provision adjustments related to doubtful accounts
463

 
361

Provision adjustments related to product warranty
515

 
1,562

Change in fair value of financial instruments
(122
)
 
71

Gain from change in estimate on ARO obligation
(845
)
 

Reclassification of foreign currency translation adjustment
(744
)
 

Net loss on disposal of equipment
237

 

Settlement of customer related warranty claim
(280
)
 

Total non-cash adjustments
(60,149
)
 
8,089

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
3,859

 
4,003

Inventory
(1,541
)
 
3,526

Other assets
(913
)
 
2,496

Accounts payable
(3,151
)
 
(630
)
Accrued expenses and other current liabilities
(3,012
)
 
(2,698
)
Total change in operating assets and liabilities
(4,758
)
 
6,697

Net cash (used in) provided by operating activities
(5,727
)
 
7,300

Cash flows from investing activities:
 
 
 
Proceeds from sale of Photovoltaics Business
150,000

 

Proceeds from sale of Digital Products Business
1,500

 

Cash proceeds from sale of investment

 
307

Purchase of equipment
(1,150
)
 
(1,039
)
Decrease (increase) in restricted cash
1,314

 
(1,178
)
Proceeds from disposal of property, plant and equipment
50

 

Net cash provided by (used in) investing activities
151,714

 
(1,910
)
Cash flows from financing activities:
 
 
 
Payments on credit facilities
(26,518
)
 
(4,106
)
Proceeds from stock plans
834

 
659

Net cash used in financing activities
(25,684
)
 
(3,447
)
Effect of exchange rate changes on foreign currency
(25
)
 
128

Net increase in cash and cash equivalents
120,278

 
2,071

Cash and cash equivalents at beginning of period
20,687

 
16,104

Cash and cash equivalents at end of period
$
140,965

 
$
18,175

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
 
 
 
Cash paid during the period for interest
$
139

 
$
272

Cash paid during the period for income taxes
$
25

 
$
4

NON-CASH INVESTING AND FINANCING ACTIVITIES
 
 
 
Sale of Digital Products assets to NeoPhotonics for note receivable
$
15,482

 
$

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

6


EMCORE Corporation
Notes to our Condensed Consolidated Financial Statements
For the three and six months ended March 31, 2015
(unaudited)


NOTE 1.
Description of Business

Business Overview

EMCORE Corporation and its subsidiaries (referred to herein as the “Company”, “we”, “our”, or “EMCORE”) offers a broad portfolio of compound semiconductor-based products for the fiber optics market. We were established in 1984 as a New Jersey corporation and we have one reporting segment: Fiber Optics. EMCORE's Fiber Optics business provides optical components, subsystems and systems for high-speed telecommunications, Cable Television (CATV), Wireless and Fiber-To-The-Premises (FTTP) networks, as well as products for satellite communications, video transport and specialty photonics technologies for defense and homeland security applications. EMCORE's Solar Photovoltaics business, which was sold in December 2014, provided products for space power applications including high-efficiency multi-junction solar cells, Covered Interconnect Cells (CICs) and complete satellite solar panels. EMCORE sold certain assets, and transfered certain liabilities, of the Company's telecommunications business, including the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business in January 2015. In addition to organic growth and development of our existing Fiber Optics market, we intend to pursue other strategies to enhance shareholder value, which may include acquisitions, investments in joint ventures, partnerships, and other strategic alternatives, such as dispositions, reorganizations, recapitalizations or other similar transactions. Accordingly, the Strategy Committee of the Board and our management may from time to time be engaged in evaluating potential strategic opportunities and may enter into definitive agreements with respect to, such transactions or other strategic alternatives.


Basis of Presentation

On September 17, 2014 , EMCORE entered into an Asset Purchase Agreement (the “Photovoltaics Agreement”) with SolAero Technologies Corporation ("SolAero") (formerly known as Photon Acquisition Corporation) pursuant to which the Company agreed to sell the Photovoltaics Business ("Photovoltaics Asset Sale") for $150.0 million in cash, subject to a working capital adjustment pursuant to the Photovoltaics Agreement. On December 10, 2014 , EMCORE completed the Photovoltaics Asset Sale.

On October 22, 2014 , EMCORE entered into an Asset Purchase Agreement (the "Digital Products Agreement") with NeoPhotonics Corporation, a Delaware corporation ("NeoPhotonics"), pursuant to which the Company agreed to sell certain assets, and transfer certain liabilities, of the Company's telecommunications business (collectively, the "Digital Products Business" and, the sale of the Digital Products Business, the "Digital Products Assets Sale") to NeoPhotonics for an aggregate purchase price of $17.5 million , subject to certain adjustments, consisting of $1.5 million in cash at closing and a promissory note in the principal amount of $16.0 million (the "Promissory Note").

On January 2, 2015 , EMCORE and NeoPhotonics entered into Amendment No. 1 (the "APA Amendment") to the Digital Products Agreement dated October 22, 2014 . Among other things, the APA Amendment revised the nature and timing of the financial deliverable requirements of the Company to NeoPhotonics under the original Digital Products Agreement. The assets sold pursuant to the Digital Products Agreement included certain fixed assets, inventory and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business. On January 2, 2015 , EMCORE completed the sale of the Digital Products Business. On April 16, 2015 , EMCORE and NeoPhotonics entered into an agreement to adjust the purchase price resulting in an adjusted balance of the Promissory Note of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the outstanding balance of the Promissory Note, including accrued interest, in the amount of $15.7 million .


7


The Photovoltaics Asset Sale and Digital Products Asset Sale are reported as discontinued operations, which require retrospective restatement of prior periods to classify the results of operations as discontinued operations. We have also reclassified the assets and liabilities that were sold within the descriptions "assets of discontinued operations" and "liabilities of discontinued operations" within current and non-current assets and liabilities, respectively, on the condensed consolidated balance sheet as of September 30, 2014 . No Photovoltaics or Digital Products assets or liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 . The financial results of the Photovoltaics Business and the Digital Products Business are presented as "discontinued operations" on the Condensed Consolidated Statements of Operations and Comprehensive income (loss) for the three and six months ended March 31, 2015 and 2014 . See also Note 3 - Discontinued Operations. The notes to our condensed consolidated financial statements relate to our continuing operations only, unless otherwise indicated.

Beginning in the first quarter of fiscal year 2015, the Company operates as a single reportable segment.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In our opinion, the interim financial statements reflect all normal adjustments that are necessary to provide a fair presentation of the financial results for the interim periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for an entire fiscal year. The condensed consolidated balance sheet as of September 30, 2014 has been derived from the audited consolidated financial statements as of such date as adjusted for discontinued operations. Also see Note 3 - Discontinued Operations . For a more complete understanding of our business, financial position, operating results, cash flows, risk factors and other matters, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014 .

All significant intercompany accounts and transactions have been eliminated in consolidation. We are not the primary beneficiary of, nor do we hold a significant variable interest in, any variable interest entity. We have evaluated subsequent events through the date that the financial statements were issued.

Sale of Fiber Optics-related Assets

On March 27, 2012, we entered into a Master Purchase Agreement with a subsidiary of Sumitomo Electric Industries, LTD (SEI), pursuant to which we agreed to sell certain assets and transfer certain obligations associated with our Fiber Optics segment. On May 7, 2012, we completed the sale of these assets to SEI and recorded a gain of approximately $2.8 million . Under the terms of the Master Purchase Agreement, we have agreed to indemnify SEI for up to $3.4 million of potential claims and expenses for the two -year period following the sale and we have recorded this amount as a deferred gain on our balance sheet as of March 31, 2015 and September 30, 2014 as a result of these contingencies. SEI paid $13.1 million in cash and deposited approximately $2.6 million into escrow as security for indemnification obligations and any purchase price adjustments. During the fiscal year ended September 30, 2013 , we resolved the purchase price contingencies resulting in the reduction of the purchase price by $1.1 million . The reduced purchase price is recorded as an offset to the escrow receivable of $2.6 million . There remains a deferred gain of $3.4 million related to our indemnification obligation to SEI and an escrow receivable of $1.5 million as of March 31, 2015 as claims have been made under the Master Purchase Agreement against these balances prior to the end of the indemnification period in May 2014. We are not able to determine at this time the outcome of any potential settlements associated with the remaining claims and as a result have not recorded any related adjustments to the deferred gain amount.

Liquidity and Capital Resources

Historically, we have consumed cash from operations and incurred significant net losses. We have managed our liquidity position through a series of cost reduction initiatives, borrowings from our credit facility, capital markets transactions, and the sale of assets.

As of March 31, 2015 , cash and cash equivalents totaled $141.0 million and net working capital totaled approximately $153.8 million . Net working capital, calculated as current assets minus current liabilities, is a financial metric we use which represents available operating liquidity. For the six months ended March 31, 2015 , we earned net income of $59.2 million .

8


With respect to measures taken to improve liquidity:

Sale of Photovoltaics Business: On December 10, 2014 , we completed the sale of our Photovoltaics Business for $150.0 million in cash. These proceeds will provide us with working capital for fiscal year 2015 and beyond.

Sale of Digital Products Business: On January 2, 2015 , we completed the sale of our Digital Products Business for $1.5 million in cash and an adjusted Promissory Note balance of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the outstanding balance of the Promissory Note, including accrued interest, in the amount of $15.7 million . The Promissory Note proceeds are not reflected in the cash balances at March 31, 2015 .

Credit Facility: On November 11, 2010, we entered into a Credit and Security Agreement (credit facility) with Wells Fargo Bank, National Association ("Wells Fargo"). The credit facility, as it has been amended through its sixth amendment, currently provides us with a revolving credit of up to $15.0 million through November 2015 that can be used for working capital requirements, letters of credit, and other general corporate purposes. The credit facility is secured by the Company's assets and is subject to a borrowing base formula based on the Company's eligible accounts receivable, inventory, and machinery and equipment accounts.

On December 3, 2014 , we entered into a Sixth Amendment to the credit facility, pursuant to which Wells Fargo agrees, to automatically release all encumbrances covering certain of the Company’s assets to be sold pursuant to the Photovoltaics Agreement and the Digital Products Agreement. In addition, on December 10, 2014 upon notice to Wells Fargo of the closing of the transaction contemplated by the Photovoltaics Agreement, the maximum borrowing allowed under the credit facility was reduced from $35 million to $15.0 million , and certain other changes to the borrowing base calculations went into effect.

On May 6, 2015 , the Company announced that it expects to commence a "Dutch Auction" tender offer to purchase up to approximately $45.0 million of shares of its outstanding common stock. Under the terms of the tender offer, the Company will invite shareholders to tender their shares at prices specified by the tendering shareholders within a range to be specified by the Company in the proposed offer to purchase. The tender offer is expected to commence on May 15, 2015 . We expect cash on hand at March 31, 2015 and the proceeds from the Promissory Note to pay for the purchase of the shares.


NOTE 2.
Recent Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements that are of significance, or of potential significance, to us other than those discussed below:

In March 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-05, Foreign Currency Matters. This accounting standard update requires an entity to release into net income the entire amount of a cumulative translation adjustment related to its investment in a foreign entity when as a parent it either sells a part or all of its investment in the foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within the foreign entity. This accounting standard was implemented for our fiscal year beginning on October 1, 2014 and it had no significant impact on the Company.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. This standard changes the criteria for reporting discontinued operations. Under the accounting standard update, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity's operations and financial results when either it qualifies as held for sale, disposed of by sale, or disposed of other than by sale. In addition, the new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. While early adoption is allowed, we have determined that we would not early adopt and as a result this accounting standard update will be effective for our fiscal year beginning on October 1, 2015. We are currently evaluating the impact of this accounting standard update on our Condensed Consolidated Financial Statements.

9


In May 2014, as part of its ongoing efforts to assist in the convergence of U.S. GAAP and International Financial Reporting Standards, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. Under the new standard, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new standard will be effective for us beginning October 1, 2017 and early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We anticipate this standard will not have a material impact on our Condensed Consolidated Financial Statements.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. The standard provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. In addition, the standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. The guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. This accounting standard update will be effective for our fiscal year beginning October 1, 2017. We are currently evaluating the impact of this accounting standard update on our Consolidated Financial Statements.


NOTE 3.
Discontinued Operations

Sale of Photovoltaics Business

On September 17, 2014 , EMCORE entered into an Asset Purchase Agreement (the “Photovoltaics Agreement”) with SolAero pursuant to which the Company agreed to sell the Photovoltaics Business for $150.0 million in cash, subject to a working capital adjustment pursuant to the Photovoltaics Agreement. On December 10, 2014 , EMCORE completed the Photovoltaics Asset Sale.

The financial results of the Photovoltaics Business are reported as discontinued operations for the three and six months ended March 31, 2015 and 2014 , respectively. In connection with this transaction, we sold net assets of $60.3 million to SolAero and incurred transaction costs of $2.7 million . During the three months ended December 31, 2014 , we recognized a gain of $56.8 million , net of tax on the sale of the Photovoltaics Business which is recorded within discontinued operations in the condensed consolidated statements of operations and comprehensive income (loss).

We have classified the assets and liabilities that were sold as "assets of discontinued operations" and "liabilities of discontinued operations" within current and non-current assets and liabilities, respectively, on the condensed consolidated balance sheet as of September 30, 2014 . As of September 30, 2014 , the carrying amount of goodwill related to the Photovoltaics Business was $20.4 million and this balance was reclassified to non-current assets of discontinued operations. No Photovoltaics assets and liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 .


10


The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the Photovoltaics business as of March 31, 2015 and September 30, 2014 .

 
As of
 
As of
(in thousands)
March 31,
2015
 
September 30,
2014
Assets of discontinued operations:
 
 
 
   Accounts receivable, net of allowance of $0
$

 
$
17,827

   Inventory

 
7,203

   Prepaid expenses and other current assets

 
1,512

     Current assets of discontinued operations

 
26,542

 
 
 
 
   Property, plant and equipment, net

 
26,660

   Goodwill

 
20,384

   Other non-current assets, net

 
254

      Non-current assets of discontinued operations

 
47,298

Total assets of discontinued operations
$

 
$
73,840

Liabilities of discontinued operations:
 
 
 
   Accounts payable
$

 
$
4,640

   Accrued expenses and other current liabilities

 
5,398

      Current liabilities of discontinued operations

 
10,038

 
 
 
 
   Asset retirement obligations

 
720

      Non-current liabilities of discontinued operations

 
720

Total liabilities of discontinued operations
$

 
$
10,758


The following table presents the statements of operations for the discontinued operations of the Photovoltaics Business
from October 1, 2014 to December 10, 2014 and for the three and six months ended March 31, 2014 .

(in thousands)
For the three months ended March 31,
 
For the six months ended March 31,
 
2015
 
2014
 
2015
 
2014
Revenue
$

 
$
18,627

 
$
12,614

 
$
39,546

Cost of revenue

 
13,836

 
8,245

 
27,016

Gross profit

 
4,791

 
4,369

 
12,530

Operating expense
(272
)
 
1,749

 
2,431

 
3,298

Other income

 

 
779

 

Gain on sale of discontinued operations

 

 
87,022

 

Income from discontinued operations before income tax
272

 
3,042

 
89,739

 
9,232

Income tax benefit (expense)
277

 
(1,154
)
 
(29,926
)
 
(3,501
)
Income from discontinued operations, net of tax
$
549

 
$
1,888

 
$
59,813

 
$
5,731


During the first quarter of fiscal 2015, in connection with the liquidation of our Netherlands and Spain subsidiaries in October 2014, we recognized other income within discontinued operations of $0.7 million previously recorded in accumulated other comprehensive income.



11


Sale of Digital Products Business

On October 22, 2014 , EMCORE entered into the Digital Products Agreement with NeoPhotonics pursuant to which the Company agreed to sell certain assets, and transferred certain liabilities of the Company's Digital Products Business to NeoPhotonics for an aggregate purchase price of $17.5 million , subject to certain purchase price adjustments, consisting of $1.5 million in cash at closing and a promissory note in the principal amount of $16.0 million (the "Promissory Note"). The Promissory Note bears interest of 5.0% per annum for the first year and 13.0% per annum for the second year, payable semi-annually in cash, and matures two years from the closing of the transaction. In addition, the promissory note is subject to prepayments under certain circumstances, and is secured by certain of the assets sold to NeoPhotonics in the transaction.

On January 2, 2015 , EMCORE and NeoPhotonics entered into APA Amendment. Among other things, the APA Amendment revised the nature and timing of the financial deliverable requirements of the Company to NeoPhotonics under the original Digital Products Agreement. The assets sold pursuant to the Digital Products Agreement included certain fixed assets, inventory and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business. On January 2, 2015 , EMCORE completed the sale of the Digital Products Business. On April 16, 2015 , EMCORE and NeoPhotonics entered into an agreement to adjust the purchase price resulting in an adjusted balance of the Promissory Note of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the outstanding balance of the Promissory Note, including accrued interest, in the amount of $15.7 million .

The financial results of the Digital Products Business are reported as discontinued operations for the three and six months ended March 31, 2015 and 2014 . In connection with this transaction, we sold net assets of $13.3 million to NeoPhotonics and incurred transaction costs of $1.6 million . During the three months ended March 31, 2015 , we recognized a gain of $2.0 million , on the sale of the Digital Products Business which is recorded within discontinued operations in the condensed consolidated statements of operations and comprehensive income (loss).

We have classified the assets and liabilities that were sold within the descriptions "assets of discontinued operations" and "liabilities of discontinued operations" within current and non-current assets and liabilities, respectively, on the condensed consolidated balance sheet as of September 30, 2014 . No Digital Products assets or liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 .

The following table presents the aggregate carrying amounts of the major classes of assets and liabilities related to the Digital Products Business as of March 31, 2015 and September 30, 2014 .
 
As of
 
As of
(in thousands)
March 31,
2015
 
September 30,
2014
Assets held for sale:
 
 
 
Accounts receivable, net of allowance of $0 and $17, respectively
$

 
$
14,268

   Inventory

 
3,225

   Prepaid expenses and other current assets

 
30

     Current assets of discontinued operations

 
17,523

 
 
 
 
   Property, plant and equipment, net

 
7,881

   Other intangible assets, net

 
1,060

      Non-current assets of discontinued operations

 
8,941

Total assets of discontinued operations
$

 
$
26,464

Liabilities held for sale:
 
 
 
   Accounts payable

 
10,848

   Accrued expenses and other current liabilities

 
38

Current liabilities of discontinued operations
$

 
$
10,886



12


The following table presents the statements of operations for the discontinued operations of the Digital Products Business
through the three and six months ended March 31, 2015 and for the three and six months ended March 31, 2014 .

(in thousands)
For the three months ended March 31,
 
For the six months ended March 31,
 
2015
 
2014
 
2015
 
2014
Revenue
$
40

 
$
10,667

 
$
11,855

 
$
19,296

Cost of revenue
(1
)
 
11,490

 
9,111

 
20,114

Gross profit
41

 
(823
)
 
2,744

 
(818
)
Operating expense
446

 
3,362

 
3,158

 
6,708

Other income (expense)

 

 

 

Gain on sale of discontinued operations
1,994

 

 
1,994

 

Income (loss) from discontinued operations before income tax
1,589

 
(4,185
)
 
1,580

 
(7,526
)
Income tax benefit (expense)
1,870

 
1,587

 
1,873

 
2,854

Income (loss) from discontinued operations
$
3,459

 
$
(2,598
)
 
$
3,453

 
$
(4,672
)



NOTE 4.
Fair Value Accounting

ASC 820, Fair Value Measurements, establishes a valuation hierarchy for disclosure of the inputs to valuation techniques used to measure fair value. This standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly, through market corroboration, for substantially the full term of the financial instrument.

Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value.

A financial asset or liability's classification within this hierarchy is determined based on the lowest level input that is significant to the fair value measurement.


13


Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The following table lists our financial assets and liabilities that are measured at fair value on a recurring basis:

Fair Value Measurement
 
 
 
 
 
 
 
(in thousands)
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices in Active Markets for Identical Assets
 
Significant Other Observable Remaining Inputs
 
Significant Unobservable Inputs
 
Total
As of March 31, 2015
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
140,965

 

 

 
$
140,965

Restricted cash
168

 

 

 
168

Note receivable

 

 
15,482

 
15,482

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Warrant liability

 

 

 

As of September 30, 2014
 
 
 
 
 
 
 
Assets:
 

 
 

 
 

 
 

Cash and cash equivalents
$
20,687

 

 

 
$
20,687

Restricted cash
1,482

 

 

 
1,482

Liabilities:
 

 
 

 
 

 
 

Warrant liability

 
122

 

 
122



Cash consists primarily of bank deposits or, occasionally, highly liquid short-term investments with a maturity of three months or less at the time of purchase.

Restricted cash represents temporarily restricted deposits held as compensating balances against short-term borrowing arrangements.

Note receivable: As partial consideration for the Digital Products Asset Sale pursuant to the Digital Products Agreement, the Company received a promissory note from Neophotonics in the principal amount of $16.0 million . The Promissory Note bears interest of 5.0% per annum for the first year and 13.0% per annum for the second year, payable semi-annually in cash, and matures two years from the closing of the transaction on January 2, 2015 . On April 16, 2015 , Emcore and NeoPhotonics entered into an agreement to adjust the purchase price resulting in an adjusted balance of the Promissory Note of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the balance outstanding of the Promissory Note, including accrued interest, in the amount of $15.7 million . Also see Note 3 - Discontinued Operations.

As of March 31, 2015 and September 30, 2014 , warrants with an expiration date of April 1, 2015 representing the right to purchase 400,001 shares of our common stock were outstanding. All of our warrants met the classification requirements for liability accounting pursuant to ASC 815, Derivatives and Hedging . Each quarter, we expect an impact on our statement of operations and comprehensive income (loss) when we record the change in fair value of our outstanding warrants using the Monte Carlo option valuation model. The Monte Carlo option valuation model is used since it allows the valuation of each warrant to factor in the value associated with our right to effect a mandatory exercise of each warrant. The valuation model requires the input of subjective assumptions, including the warrant's expected life and the price volatility of the underlying stock. The change in the fair value of our warrants has been primarily due to the change in the closing price of our common stock.

The carrying amounts of accounts receivable, prepaid expenses and other current assets, borrowings from our credit facility, accounts payable, accrued expenses and other current liabilities approximate fair value because of the short maturity of these instruments.



14


NOTE 5.
Accounts Receivable

The components of accounts receivable consisted of the following:


As of

As of
(in thousands)
March 31,
2015

September 30, 2014
Accounts receivable, gross
$
17,523

 
$
12,885

Allowance for doubtful accounts
(413
)
 
(116
)
Accounts receivable, net
$
17,110

 
$
12,769


The allowance for doubtful accounts is based on the age of receivables and a specific identification of receivables considered at risk of collection.


NOTE 6.
Inventory

The components of inventory consisted of the following:

 
As of
 
As of
(in thousands)
March 31,
2015
 
September 30, 2014
Raw materials
$
7,092

 
$
7,255

Work in-process
4,577

 
4,403

Finished goods
3,832

 
3,986

Inventory
$
15,501

 
$
15,644



NOTE 7.
Property, Plant, and Equipment, net

The components of property, plant, and equipment, net consisted of the following:

 
As of
 
As of
(in thousands)
March 31,
2015
 
September 30, 2014
Equipment
$
6,776

 
$
7,328

Furniture and fixtures
34

 
42

Computer hardware and software
629

 
749

Leasehold improvements
347

 
2,278

Construction in progress
190

 
49

Property, plant, and equipment, net
$
7,976

 
$
10,446


During the quarter ended December 31, 2014 , as a result of a revision in the estimated amount of cash flows for asset retirement obligations ("ARO") relating to the extension of the Alhambra facility leases and changes in the required restoration efforts, the Company reduced its ARO liability by $ 2.9 million with an offsetting reduction to leasehold improvements of $2.1 million , and recorded a gain from change in estimate on ARO obligation of $ 0.8 million . Also see Note 12 - Commitments and Contingencies.

As of March 31, 2015 and September 30, 2014 , accumulated depreciation was approximately $22.6 million and $21.5 million , respectively.

15




NOTE 8.
Intangible Assets

The following table sets forth the carrying value of intangible assets:

(in thousands)
 
As of March 31, 2015
 
As of September 30, 2014
 
 
Gross
Assets
 
Accumulated
Amortization
 
Net
Assets
 
Gross Assets
 
Accumulated
Amortization
 
Net
Assets
Fiber Optics:
 
 
 
 
 
 
 
 
 
 
 
 
   Patents
 
3,274

 
(3,204
)
 
70

 
4,697

 
(4,615
)
 
82

Total
 
$
3,274

 
$
(3,204
)
 
$
70

 
$
4,697

 
$
(4,615
)
 
$
82



Amortization expense related to intangible assets is included in selling, general, and administrative expense on our statement of operations and comprehensive income (loss). Based on the carrying amount of our intangible assets as of March 31, 2015 , the estimated future amortization expense is as follows:

Estimated Future Amortization Expense
 
(in thousands)
 
Six months ending September 30, 2015
$
12

Fiscal year ending September 30, 2016
25

Fiscal year ending September 30, 2017
33

Fiscal year ending September 30, 2018

Fiscal year ending September 30, 2019 and thereafter

Total
$
70




16


NOTE 9.
Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities consisted of the following:


As of

As of
(in thousands)
March 31,
2015

September 30, 2014
Compensation
$
2,787

 
$
1,797

Warranty
1,723

 
2,285

Termination fee
2,775

 
2,775

Professional fees
534

 
2,181

Customer deposits
499

 
593

Deferred revenue
313

 
97

Self insurance
875

 
1,470

Income and other taxes
3,080

 
1,433

Loss on sale contracts

 
119

Severance and restructuring accruals
2,309

 
1,317

Loss on inventory purchase commitments

 
306

Other
1,081

 
836

Accrued expenses and other current liabilities
$
15,976

 
$
15,209



Professional Fees: As of September 30, 2014 , professional fees included transaction costs of $1.8 million associated with the sale of the Photovoltaics Business.

Income and other taxes: For the three months ended March 31, 2015 , the Company reported $0.4 million of income tax benefit from continuing operations losses and $2.1 million of income tax benefit within income from discontinued operations. For the six months ended March 31, 2015 , the Company reported $2.3 million of income tax benefit from continuing operations losses and $28.1 million of income tax expense within income from discontinued operations. The income tax expense within discontinued operations includes estimated alternative minimum tax and other adjustments prescribed by ASC 740 in allocating expected annual income tax expense (benefit) between continuing operations and discontinued operations.

During the quarter ended December 31, 2014 , the Company utilized $24.1 million of deferred tax assets. The Company expects to make a payment for alternative minimum taxes and the remaining income tax expense will be offset mainly through utilization of $24.1 million of deferred tax assets and net operating loss carry forwards. Also see Note 11 - Income and other Taxes.

Severance and restructuring accruals: On November 15, 2013 , Mr. Chris Larocca proposed to resign as the Company's Chief Operating Officer, effective as of November 30, 2013 . The Company recorded a charge of $0.5 million in the six months ended March 31, 2014 related to the separation agreement entered into as part of Mr. Larocca's resignation.

On September 17, 2014 , Dr. Hong Q. Hou announced he would resign as the Company's Chief Executive Officer, effective as of January 2, 2015 or, if later, fifteen days following the date on which the Company hires a successor Chief Executive Officer (the “Separation Date”). The Company and Dr. Hou entered into a separation agreement and general release, dated September 17, 2014 (Dr. Hou 's Separation Agreement), which includes mutual releases by Dr. Hou and the Company of all claims related to Dr. Hou's employment and service relationship with, and termination of employment and service from, the Company. The separation agreement provides for among other things, the continuation of his base salary for 86 weeks, benefits for 18 months , outplacement services for a period of not more than one year and with a value not in excess of $15,000 and immediate vesting of all his outstanding non-vested equity awards. These payments are not contingent upon any future service by Dr. Hou. The Company recorded a charge of approximately $0.8 million in the fourth quarter of fiscal year 2014 related to Dr. Hou's Separation Agreement.


17


On December 10, 2014 , Monica Van Berkel announced she would resign as the Company's Chief Administrative Officer, effective as of January 2, 2015 (the “Separation Date”). The Company and Ms. Van Berkel entered into a separation agreement and general release, dated December 10, 2014 (Ms. Van Berkel 's Separation Agreement), which includes mutual releases by Ms. Van Berkel and the Company of all claims related to Ms. Van Berkel's employment and service relationship with, and termination of employment and service from, the Company. The separation agreement provides for among other things, the continuation of her base salary for 74 weeks, benefits for 18 months, outplacement services for a period of not more than one year and with a value not in excess of $15,000 and immediate vesting of all her outstanding non-vested equity awards. These payments are not contingent upon any future service by Ms. Van Berkel. The Company recorded a charge of approximately $0.6 million in the first quarter of fiscal year 2015 related to Ms. Van Berkel's Separation Agreement.

On December 10, 2014 , Alfredo Gomez announced he would resign as the Company's General Counsel and Secretary, effective as of February 13, 2015 or, if later, following the date on which the Company hires a successor in-house counsel (the “Separation Date”). The Company and Mr. Gomez entered into a separation agreement and general release, dated December 10, 2014 (Mr. Gomez's Separation Agreement), which includes mutual releases by Mr. Gomez and the Company of all claims related to Mr. Gomez's employment and service relationship with, and termination of employment and service from, the Company. The separation agreement provides for among other things, the continuation of his base salary for 68 weeks, benefits for 18 months outplacement services for a period of not more than one year and with a value not in excess of $15,000 and immediate vesting of all his outstanding non-vested equity awards. These payments are not contingent upon any future service by Mr. Gomez. The Company recorded a charge of approximately $0.5 million in the first quarter of fiscal year 2015 related to Mr. Gomez's Separation Agreement.

In connection with the closing of the sale of the Digital Products Business, we accrued for the remaining lease costs of our Newark, California facility through the lease termination of May 2016 . Included in the discontinued operations for the three and six months ended March 31, 2015 , was $0.7 million related for the remaining lease costs.

Our severance and restructuring-related accruals specifically relates to the Separation Agreements and non-cancelable obligations associated with an abandoned leased facility. Expense related to severance and restructuring accruals is included in selling, general, and administrative expense on our statement of operations and comprehensive income (loss). The following table summarizes the changes in the severance and restructuring-related accrual accounts:

(in thousands)
Severance-related accruals
 
Restructuring- related accruals
 
Total
Balance as of September 30, 2014
$
1,317

 
$

 
$
1,317

Expense - charged to accrual
1,087

 
737

 
1,824

Payments and accrual adjustments
(647
)
 
(93
)
 
(740
)
Balance as of March 31, 2015
$
1,757

 
$
644

 
$
2,401

Current portion
$
1,757

 
$
552

 
$
2,309

Non-current portion

 
92

 
92

Severance and restructuring accruals at end of period
$
1,757

 
$
644

 
$
2,401



Warranty: We generally provide product and other warranties on our components, power systems, and fiber optic products, in addition to certain already divested product lines where we retained the warranty obligations. Certain parts and labor warranties from our vendors can be assigned to our customers. Our reported financial position or results of operations may be materially different under changed conditions or when using different estimates and assumptions. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information.

18


The following table summarizes the changes in our product warranty accrual accounts:

Product Warranty Accruals
For the three months ended March 31,
 
For the Six Months Ended March 31,
(in thousands)
2015
 
2014
 
2015
 
2014
Balance at beginning of period
$
2,435

 
$
3,663

 
$
2,816

 
$
3,881

Provision for product warranty - expense
113

 
1,296

 
515

 
1,296

Adjustments and utilization of warranty accrual
(624
)
 
(230
)
 
(1,407
)
 
(448
)
Balance at end of period
$
1,924

 
$
4,729

 
$
1,924

 
$
4,729

Current portion
$
1,723

 
$
4,198

 
$
1,723

 
$
4,198

Non-current portion
201

 
531

 
201

 
531

Product warranty liability at end of period
$
1,924

 
$
4,729

 
$
1,924

 
$
4,729



NOTE 10.
Credit Facilities

On November 11, 2010, we entered into a Credit and Security Agreement (credit facility) with Wells Fargo Bank, National Association ("Wells Fargo"). The credit facility is secured by the Company's assets and is subject to a borrowing base formula based on the Company's eligible accounts receivable, inventory, and machinery and equipment accounts.

On December 3, 2014 , we entered into a Sixth Amendment to the credit facility, pursuant to which Wells Fargo agreed, to automatically release all encumbrances covering certain of the Company’s assets to be sold pursuant to the Photovoltaics Agreement and the Digital Products Agreement. In addition, on December 10, 2014 , upon notice to Wells Fargo of the closing of the transaction contemplated by the Photovoltaics Agreement, the maximum borrowing allowed under the credit facility was reduced from $35.0 million to $15.0 million , and certain other changes to the borrowing base calculations went into effect.

As of March 31, 2015 , there was no outstanding balance under this credit facility with an interest rate of 3.3% and approximately $1.4 million reserved for five stand-by letters of credit under the credit facility.


NOTE 11.
Income and other Taxes
At September 30, 2014 , the Company determined that it was more likely than not that certain deferred tax assets would be realized upon the sale of the Photovoltaic Business in fiscal year 2015. As a result, a net deferred tax valuation allowance release of $24.1 million was recorded as an income tax benefit during fiscal year 2014 . The sale of the Photovoltaic Business closed on December 10, 2014 and the Company realized a gain on the transaction.
For the three months ended March 31, 2015 , the Company reported $0.4 million of income tax benefit from continuing operations losses and $2.1 million of income tax benefit within income from discontinued operations. For the six months ended March 31, 2015 , the Company reported $2.3 million of income tax benefit from continuing operations losses and $28.1 million of income tax expense within income from discontinued operations. The income tax expense within discontinued operations includes estimated alternative minimum tax and other adjustments prescribed by ASC 740 in allocating expected annual income tax expense (benefit) between continuing operations and discontinued operations.
During the six months ended March 31, 2015, the Company utilized $24.1 million of deferred tax assets. An income tax benefit will be recorded on anticipated losses from continuing operations incurred during the remaining quarters of fiscal 2015. The Company expects to make a payment for alternative minimum taxes and the remaining income tax expense will be offset mainly through utilization of $24.1 million of deferred tax assets and utilization of net operating loss carry forwards.


19


For the three months ended March 31, 2014 , the Company reported $0.4 million of income tax expense from losses from continuing operations and $0.4 million of income tax benefit within income from discontinued operations. For the six months ended March 31, 2014 , the Company reported $0.6 million of income tax benefit from losses from continuing operations and $0.6 million of income tax expense within income from discontinued operations.

For the three months ended March 31, 2015 , the effective tax rate was 29.3% , compared to (10.1)% for the three months ended March 31, 2014 . The higher tax rate for March 31, 2015 is primarily due to the methodology used for allocating income tax expense between continuing and discontinued operations under ASC 740. For the six months ended March 31, 2015 , the effective tax rate on continuing operations was 36.1% , compared to 7.0% for the six months ended March 31, 2014 primarily due to the benefit of the loss from operations in 2015. In determining the effective tax rate, the Company uses estimates to forecast the results from continuing operations for the current fiscal year as well as permanent differences between book and tax accounting. The Company believes its forecast of losses from continuing operations is a reasonable estimate. Actual results from continuing operations may differ significantly from the estimates previously forecasted, resulting in significant changes from one period to the next in the tax expense or benefit from continuing operations being recognized.
The Company expects all remaining deferred tax assets will have a full valuation allowance at September 30, 2015. However, on a quarterly basis, the Company will evaluate the positive and negative evidence to assess whether the more likely than not criterion, mandated by ASC 740, has been satisfied in determining whether there will be further adjustments to the valuation allowance.

During the three and six months ended March 31, 2015 and 2014 , there were no material increases or decreases in unrecognized tax benefits and we do not anticipate any material increases or decreases in the amounts of unrecognized tax benefits for the remainder of fiscal year 2015. As of March 31, 2015 and September 30, 2014 , we had approximately $476,000 and $445,000 , respectively, of interest and penalties accrued as tax liabilities on our balance sheet.

We file income tax returns in the U.S. federal, state, and local jurisdictions. The Company's September 30, 2012 , federal return was under examination by the Internal Revenue Service. The examination was completed in April 2015 and the Company was notified there were no changes to the originally filed return. There are no state income tax returns under examination. The following tax years remain open to assessment for each of the more significant jurisdictions where we are subject to income taxes: after fiscal year 2010 for the U.S. federal and the State of New Mexico, and after fiscal year 2009 for the state of California.

Included in operating income for the six months ended March 31, 2014 were $0.6 million of New Mexico incentive tax credits received. The amount received was allocated to cost of goods sold, selling, general and administrative and research and development expense primarily based on the number of employees allocated to the related departments. These credits resulted in cash refunds and a reduction of future payroll and compensation taxes. There were no incentive tax credits received during the three and six months ended March 31, 2015 .
 
NOTE 12.
Commitments and Contingencies

Operating Lease Obligations : We lease certain land, facilities, and equipment under non-cancelable operating leases. Operating lease amounts exclude renewal option periods, property taxes, insurance, and maintenance expenses on leased properties. Our facility leases typically provide for rental adjustments for increases in base rent (up to specific limits), property taxes, insurance, and general property maintenance that would be recorded as rent expense. Rent expense was approximately $0.3 million and $0.4 million for the three months ended March 31, 2015 and 2014 , respectively and approximately $0.7 million and $0.8 million for the six months ended March 31, 2015 and 2014 , respectively.  There are no off-balance sheet arrangements other than our operating leases.

Asset Retirement Obligations ("ARO") : We have known conditional asset retirement conditions, such as certain asset decommissioning and restoration of rented facilities to be performed in the future. Our asset retirement obligations include assumptions related to renewal option periods for those facilities where we expect to extend lease terms. The Company recognizes its estimate of the fair value of its asset retirement obligations in the period incurred in long-term liabilities. The fair value of the asset retirement obligations is also capitalized as property, plant and equipment.


20


In future periods, the asset retirement obligation is accreted for the change in its present value and capitalized costs are depreciated over the useful life of the related assets. If the fair value of the estimated asset retirement obligation changes, an adjustment will be recorded to both the asset retirement obligation and the asset retirement capitalized cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, changes in estimated retirement costs, and changes in the estimated timing of settling asset retirement obligations. The fair value of our asset retirement obligations were estimated by discounting projected cash flows over the estimated life of the related assets using credit adjusted risk-free rates which ranged from 3.25% to 5.78% . There were no asset retirement obligations settled during the three and six months ended March 31, 2015 , and 2014 . Accretion expense of $52,000 and $41,000 was recorded during the three months ended March 31, 2015 , and 2014 , respectively. Accretion expense of $67,000 and $85,000 was recorded during the six months ended March 31, 2015 , and 2014 , respectively.

EMCORE leases a major facility in Alhambra, California covering six buildings where manufacturing, research and development, and general and administrative work is provided . Several leases related to these facilities, which expired in 2011, were being maintained on a month-to-month basis. In November 2014, a new lease for four of the six buildings was signed which was retroactively effective on October 1, 2014 . The new lease extended the terms of the lease for three years plus a three year option to extend the lease and clarified the obligations and restoration work necessary to restore the buildings back to the requirements in the lease.

The Company’s asset retirement obligation consists of legal requirements to return the existing leased facilities to prescribed state and certain environmental work to be performed due to the presence of a manufacturing fabrication operation and significant changes to the facilities over the past thirty years. EMCORE had estimated a significant asset retirement obligation associated with this site.

During the first quarter of fiscal 2015, the Company completed an analysis of the new Alhambra lease and revised its estimated future cash flows of its asset retirement obligations. The analysis required estimating the probability or likelihood that the Company will be required to remove certain infrastructure and restore the leased properties as set forth in the new lease, and the timing and amount of those future costs. The analysis resulted in the downward revision of the Company’s asset retirement obligation liability. This change in the estimated cash flows resulted in a reduction in the asset retirement obligations liability by $ 2.9 million with an offsetting reduction to property, plant, and equipment of $2.1 million , and a gain from change in estimate of ARO obligation of $ 0.8 million . The Company first reduced the net leasehold improvement asset to the extent of the carrying amount of the related asset initially recorded when the asset retirement obligations were established. The amount of the remaining reduction to the asset retirement obligations was recorded as a reduction to operating expenses.

The following table summarizes asset retirement obligations activity.
Asset Retirement Obligations
March 31,
(in thousands)
2015
Balance at September 30, 2014
$
5,263

  Asset retirement obligations reclassified to liabilities of discontinued operations
(720
)
  Subtotal
4,543

  Accretion expense

67

  Revision in estimated cash flows

$
(2,879
)
Balance at end of period
$
1,731



Indemnifications : We have agreed to indemnify certain customers against claims of infringement of the intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these indemnification obligations. On September 19, 2013 , we received written notice from a customer of our broadband products requesting indemnification relating to a lawsuit brought against them alleging patent infringement of a system incorporating our product. As of March 31, 2015 , there has been no resolution to this claim.


21


In March 2012, we entered into a Master Purchase Agreement with SEI, pursuant to which we agreed to sell certain assets and transfer certain obligations associated with our Fiber Optics segment. Under the terms of the Master Purchase Agreement, we have agreed to indemnify SEI for up to $3.4 million of potential claims and expenses for the two -year period following the sale and we recorded this amount as a deferred gain on our balance sheet as of March 31, 2015 and September 30, 2014 as a result of these contingencies. In April 2013, May 2013 and May 2014, we received letters from SEI asserting indemnification claims under the Master Purchase Agreement. As of March 31, 2015 , there has been no resolution to these claims. See Note 1 - Description of Business for additional disclosures related to this asset sale and below for additional disclosures related to the claims.


Legal Proceedings : We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted that arise in the ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect the resolution of these matters will have a material adverse effect on our business, financial position, results of operations, or cash flows. However, the results of these matters cannot be predicted with certainty. Professional legal fees are expensed when incurred. We accrue for contingent losses when such losses are probable and reasonably estimable. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. Should we fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, then the financial results of that particular reporting period could be materially affected.

a) Intellectual Property Lawsuits

We protect our proprietary technology by applying for patents where appropriate and, in other cases, by preserving the technology, related know-how and information as trade secrets. The success and competitive position of our product lines are impacted by our ability to obtain intellectual property protection for our research and development efforts. We have, from time to time, exchanged correspondence with third parties regarding the assertion of patent or other intellectual property rights in connection with certain of our products and processes.

b) Sumitomo Electric Industries Ltd. ("SEI")

On September 23, 2014, SEI, filed for arbitration against EMCORE, as required under the Master Purchase Agreement between the parties (the "MPA"). SEI seeks $40.0 million from EMCORE, relating to claims for quality issues, expenses related to subpoenas issued in litigation against a vendor and customers of SEDU, a claim that EMCORE made fraudulent or negligent misrepresentations to SEI in the Master Purchase Agreement, and other breach of contract claims. We believe that the claims in this matter are without merit and we intend to defend ourselves vigorously against them. However, because the matter is in a preliminary stage, we cannot be certain as to its outcome, or that an adverse decision in such action will be reached and would have a material adverse effect on our business, financial condition, results of operation or cash flows. On November 14, 2014 , EMCORE answered SEI’s complaint and asserted several legal defenses.


NOTE 13.
Equity

Equity Plans
We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards.  We maintain three equity incentive compensation plans, collectively described below as our Equity Plans:

the 2000 Stock Option Plan (2000 Plan),
the 2010 Equity Incentive Plan (2010 Equity Plan),
the 2012 Equity Incentive Plan (2012 Equity Plan).

We issue new shares of common stock to satisfy awards issued under our Equity Plans.

Stock Options
Most of our stock options vest and become exercisable over a four to five year period and have a contractual life of 10 years. Certain stock options awarded are intended to qualify as incentive stock options pursuant to Section 422A of the Internal Revenue Code.


22


The following table summarizes stock option activity under the Equity Plans for the six months ended March 31, 2015 :


Number of Shares
 
Weighted Average Exercise Price
 
Weighted Average
Remaining Contractual Life
(in years)
 
Aggregate Intrinsic Value (*) (in thousands)
Outstanding as of September 30, 2014
1,431,190

 
$19.06
 
 
 
 
Granted
9,650

 
$5.34
 
 
 
 
Exercised
(123,387
)
 
$4.54
 
 
 
$
95

Forfeited
(8,027
)
 
$5.12
 
 
 
 
Expired
(79,503
)
 
$17.27
 
 
 
 
Outstanding as of March 31, 2015
1,229,923

 
$20.62
 
2.08
 
$
265

Exercisable as of March 31, 2015
1,210,320

 
$20.86
 
1.97
 
$
258

Vested and expected to vest as of March 31, 2015
1,226,293

 
$20.66
 
2.06
 
$
264


(*) Intrinsic value for stock options represents the “in-the-money” portion or the positive variance between a stock option's exercise price and the underlying stock price. For the six months ended March 31, 2014, the intrinsic value of options exercised was $4,000 .

As of March 31, 2015 , there was approximately $0.2 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested stock options granted under the Equity Plans which is expected to be recognized over an estimated weighted average life of 3.3 years.

Valuation Assumptions
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option valuation model, adhering to the straight-line attribution approach using the following weighted-average assumptions, of which the expected term and stock price volatility rate are highly subjective:

 
For the Three Months Ended March 31,
 
For the Six Months Ended March 31,
 
2015
 
2014
 
2015
 
2014
Black-Scholes weighted average assumptions:
 
 
 
 
 
 
 
Expected dividend rate
%
 
%
 
%
 
%
Expected stock price volatility rate
72.7
%
 
93.4
%
 
76.0
%
 
93.8
%
Risk-free interest rate 
1.7
%
 
1.9
%
 
1.8
%
 
1.9
%
Expected term (in years)
6.0

 
6.0

 
6.0

 
6.0

 
 
 
 
 
 
 
 
Weighted average grant date fair value per share of stock options granted:
$3.51
 
$
3.76

 
$
3.55

 
$
3.79


Restricted Stock

Restricted stock units (RSUs) granted under the 2010 Equity Plan and 2012 Equity Plan typically vest over 3 years and are subject to forfeiture if employment terminates prior to the lapse of the restrictions. RSUs are not considered issued or outstanding common stock until they vest.


23


The following table summarizes the activity related to RSUs for the six months ended March 31, 2015 :

Restricted Stock Activity
 
Restricted Stock Units
 
 
Number of Shares
 
Weighted Average Grant Date Fair Value
Non-vested as of September 30, 2014
 
966,579

 
$4.71
Granted
 
507,400

 
$5.36
Vested
 
(838,827
)
 
$4.75
Forfeited
 
(41,949
)
 
$4.86
Non-vested as of March 31, 2015
 
593,203

 
$5.20

As of March 31, 2015 , there was approximately $2.7 million of remaining unamortized stock-based compensation expense, net of estimated forfeitures, associated with RSUs, which will be expensed over a weighted average remaining service period of approximately 2.5 years. The 0.6 million outstanding non-vested RSUs have an aggregate intrinsic value of approximately $3.2 million and a weighted average remaining contractual term of 1.6 years. For the six months ended March 31, 2015 and 2014 , the intrinsic value of RSUs vested was $4.4 million and $1.6 million , respectively. Of the 0.6 million outstanding non-vested RSUs, approximately 0.5 million are expected to vest and have an aggregate intrinsic value of approximately $3.0 million and a weighted average remaining contractual term of 1.6 years. For the six months ended March 31, 2014 , the weighted average grant date fair value of RSUs granted was $4.89 .

On December 10, 2014 , in connection with the sale of the Photovoltaics Business and the change in control, 0.3 million RSU's vested.

Stock-based compensation
The effect of recording stock-based compensation expense was as follows:

Stock-based Compensation Expense - by award type
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2015
 
2014
 
2015
 
2014
Employee stock options
$
7

 
$
29

 
$
184

 
$
78

Restricted stock awards and units
797

 
424

 
2,056

 
918

Employee stock purchase plan
14

 
75

 
64

 
163

401(k) match in common stock
144

 
125

 
224

 
203

Outside director fees in common stock
72

 
85

 
280

 
195

Total stock-based compensation expense
$
1,034

 
$
738

 
$
2,808

 
$
1,557



Stock-based Compensation Expense - by expense type
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2015
 
2014
 
2015
 
2014
Cost of revenue
$
81

 
$
117

 
$
185

 
$
226

Selling, general, and administrative
849

 
457

 
2,414

 
1,010

Research and development
104

 
164

 
209

 
321

Total stock-based compensation expense
$
1,034

 
$
738

 
$
2,808

 
$
1,557




24


The stock based compensation expense above relates to continuing operations. Included within discontinued operations is $0.1 million and $0.4 million of stock based compensation expense for the three months ended March 31, 2015 and 2014 , respectively. Included within discontinued operations is $0.9 million and $0.7 million of stock based compensation expense for the six months ended March 31, 2015 and 2014 . respectively.

Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net income (loss) per share:

Basic and Diluted Net (Loss) Income Per Share
 
For the Three Months Ended March 31,
 
For the Six Months Ended March 31,
(in thousands, except per share)
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
Numerator
 
 
 
 
 
 
 
 
   Loss from continuing operations
 
$
(956
)
 
$
(4,722
)
 
$
(4,086
)
 
$
(8,545
)
   Income (loss) from discontinued operations
 
4,008

 
(710
)
 
63,266

 
1,059

Total
 
3,052


(5,432
)
 
59,180

 
(7,486
)
Undistributed earnings allocated to common shareholders for basic net income (loss) per share
 
$
3,052

 
$
(5,432
)
 
$
59,180

 
$
(7,486
)
Undistributed earnings allocated to common shareholders for diluted net income (loss) per share
 
$
3,052

 
$
(5,432
)
 
$
59,180

 
$
(7,486
)
Denominator:
 
 
 
 
 
 
 
 
Denominator for basic net income (loss) per share - weighted average shares outstanding
 
32,077

 
30,392

 
31,640

 
30,162

Dilutive options outstanding, unvested stock units and ESPP
 

 

 

 

Denominator for diluted net income (loss) per share - adjusted weighted average shares outstanding
 
32,077

 
30,392

 
31,640

 
30,162

 
 
 
 
 
 
 
 
 
Net income (loss) per basic and diluted shares:
 
 
 
 
 
 
 
 
   Continuing operations
 
$
(0.03
)
 
$
(0.16
)
 
$
(0.13
)
 
$
(0.28
)
   Discontinued operations
 
0.13

 
(0.02
)
 
2.00

 
0.03

Net income (loss) per basic share
 
$
0.10

 
$
(0.18
)
 
$
1.87

 
$
(0.25
)
 
 
 
 
 
 
 
 
 
Weighted average antidilutive options, unvested restricted stock units and awards, warrants and ESPP shares excluded from the computation
 
2,214

 
3,028

 
2,434

 
2,653

 
 
 
 
 
 
 
 
 
Average market price of common stock
 
$
5.34

 
$
4.96

 
$
5.32

 
$
5.00


The antidilutive stock options, unvested stock and warrants were excluded from the computation of diluted net income (loss) per share due to the assumed proceeds from the award’s exercise or vesting being greater than the average market price of the common shares or due to the Company incurring a net loss for the periods presented.
Employee Stock Purchase Plan
We maintain an Employee Stock Purchase Plan (ESPP) that provides employees an opportunity to purchase common stock through payroll deductions. The ESPP is a 6 -month duration plan with new participation periods beginning on February 25 and August 26 of each year. The purchase price is set at 85% of the average high and low market price of our common stock on either the first or last day of the participation period, whichever is lower, and contributions are limited to the lower of 10% of an employee's compensation or $25,000 .


25


Future Issuances  

As of  March 31, 2015 , we had common stock reserved for the following future issuances:
Future Issuances
Number of Common Stock Shares Available for Future Issuances
Exercise of outstanding stock options
1,229,923

Unvested restricted stock units
593,203

Purchases under the employee stock purchase plan
1,020,874

Issuance of stock-based awards under the Equity Plans
612,707

Exercise of outstanding warrants
400,001

Purchases under the officer and director share purchase plan
88,741

Total reserved
3,945,449



NOTE 14.
Geographical Information

Following the sale of the Photovoltaics Business on December 10, 2014 , the Company has one remaining reportable segment: Fiber Optics. See also Note 3 - Discontinued Operations for additional disclosures.

EMCORE's Fiber Optics business provides optical components, subsystems and systems for high-speed telecommunications, Cable Television (CATV), Wireless and Fiber-To-The-Premises (FTTP) networks, as well as products for satellite communications, video transport and specialty photonics technologies for defense and homeland security applications.

On October 22, 2014 , EMCORE entered into an Asset Purchase Agreement (the "Digital Products Agreement") with NeoPhotonics Corporation, a Delaware corporation ("NeoPhotonics") pursuant to which the Company agreed to sell certain assets, and transferred certain liabilities of the Company's telecommunications business (collectively, the "Digital Products Business" and, the sale of the Digital Products Business and the "Digital Products Assets Sale") to NeoPhotonics for an aggregate purchase price of $17.5 million , subject to certain purchase price adjustments. On January 2, 2015 , EMCORE completed the sale of the Digital Products Business.
The financial results of the Photovoltaics and Digital Products Businesses are presented as "discontinued operations" on the Consolidated Statements of Operations for the three and six months ended March 31, 2015 and 2014 ; and the assets and liabilities of the Photovoltaics and Digital Products Businesses are presented as "Assets of discontinued operations" and "Liabilities of discontinued operations" on the Consolidated Balance Sheets as of September 30, 2014 . No Photovoltaics or Digital Products assets and liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 .
We evaluate our reportable segments pursuant to ASC 280, Segment Reporting. The Company's Chief Executive Officer is the chief operating decision maker and he assesses the performance of the operating segments and allocates resources to segments based on their business prospects, competitive factors, net revenue, operating results, and other non-GAAP financial ratios. Based on this evaluation, the Company operates as a single reportable segment.

26


Revenue : The following tables set forth revenue by geographic region with revenue assigned to geographic regions based on our customers’ billing address and excludes the discontinued operations discussed above.

Revenue by Geographic Region
For the three months ended March 31,
 
For the six months ended March 31,
(in thousands)
2015
 
2014
 
2015
 
2014
United States
$
13,063

 
$
8,149

 
$
26,413

 
$
18,593

Asia
3,901

 
2,811

 
6,598

 
4,979

Europe
1,950

 
1,847

 
$
4,027

 
3,511

Other
143

 
146

 
435

 
533

Total revenue
$
19,057

 
$
12,953

 
$
37,473

 
$
27,616



Significant Customers : Significant customers are defined as customers representing greater than 10% of our consolidated revenue. Revenue from three of our customers represented 54% of our consolidated revenue for the three months ended March 31, 2015 and revenue from four of our customers represented 62% of our consolidated revenue for the six months ended March 31, 2015 . Revenue from three of our customers represented 38% of our consolidated revenue for the three months ended March 31, 2014 and revenue from three of our customers represented 40% of our consolidated revenue for the six months ended March 31, 2014 .

Long-lived Assets : Long-lived assets consist primarily of property, plant, and equipment and also intangible assets. Long-lived assets that were disposed of as the result of the Photovoltaics and Digital Products Asset Sales were included in "Assets of discontinued operations" on the Consolidated Balance Sheet as of September 30, 2014 , and accordingly, are not included in the following table.

Long-lived Assets
As of
 
As of
(in thousands)
March 31, 2015
 
September 30, 2014
United States
$
2,911

 
$
4,997

International
5,644

 
5,531

Long-lived assets
$
8,555

 
$
10,528



As of March 31, 2015 and September 30, 2014 , approximately 34% and 47% , respectively, of our long-lived assets were located in the United States. The remaining assets are primarily located in China. During the first quarter of fiscal 2015, as a result of the revision in the estimated amount and timing of cash flows for asset retirement obligations in the United States, the Company reduced its asset retirement obligations liability by $2.9 million with an offsetting reduction to property, plant, and equipment of $2.1 million , and recorded a gain from the change in estimate on ARO obligation of $0.8 million . See Note 12 - Commitments and Contingencies for additional information.

NOTE 15.
Subsequent Events

Note Receivable Adjustment and Repayment of Note Receivable
On April 16, 2015 , Emcore and NeoPhotonics entered into an agreement to adjust the purchase price on the sale of the Digital Products Business resulting in an adjusted balance of the Promissory Note of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the balance outstanding of the Promissory Note, including accrued interest, in the amount of $15.7 million .

Planned Tender Offer
On May 6, 2015 , the Company announced that it expects to commence a "Dutch Auction" tender offer to purchase up to approximately $45.0 million of shares of its outstanding common stock. Under the terms of the tender offer, the Company will invite shareholders to tender their shares at prices specified by the tendering shareholders within a range to be specified by the Company in the proposed offer to purchase. The tender offer is expected to commence on May 15, 2015 .

27


ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion of our financial condition and results of operations in conjunction with the financial statements and the notes thereto included in Financial Statements under Item 1 within this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. See Cautionary Statement Regarding Forward-Looking Statements.


Business Overview

EMCORE Corporation and its subsidiaries (referred to herein as the “Company”, “we”, “our”, or “EMCORE”) offers a broad portfolio of compound semiconductor-based products for the fiber optics market. We were established in 1984 as a New Jersey corporation and we have one reporting segment: Fiber Optics. EMCORE's Fiber Optics business provides optical components, subsystems and systems for high-speed telecommunications, Cable Television (CATV), Wireless and Fiber-To-The-Premises (FTTP) networks, as well as products for satellite communications, video transport and specialty photonics technologies for defense and homeland security applications. EMCORE's Solar Photovoltaics business, which was sold in December 2014, provided products for space power applications including high-efficiency multi-junction solar cells, Covered Interconnect Cells (CICs) and complete satellite solar panels. EMCORE sold certain assets, and transfered certain liabilities, of the Company's telecommunications business, including the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business in January 2015. In addition to organic growth and development of our existing Fiber Optics market, we intend to pursue other strategies to enhance shareholder value, which may include acquisitions, investments in joint ventures, partnerships, and other strategic alternatives, such as dispositions, reorganizations, recapitalizations or other similar transactions. Accordingly, the Strategy Committee of the Board and our management may from time to time be engaged in evaluating potential strategic opportunities and may enter into definitive agreements with respect to, such transactions or other strategic alternatives.

Our headquarters and principal executive offices are located at 2015 W. Chestnut Street, Alhambra, California, 91803 and our main telephone number is (626) 293-3400. For specific information about us, our products, or the markets we serve, please visit our website at http://www.emcore.com. The information contained in or linked to our website is not a part of, nor incorporated by reference into, this Quarterly Report on Form 10-Q or a part of any other report or filing with the Securities and Exchange Commission (SEC).


Recent Developments

Sale of Photovoltaics Business

On September 17, 2014 , EMCORE entered into an Asset Purchase Agreement (the “Photovoltaics Agreement”) with SolAero Acquisition Corporation ("SolAero"), a Delaware corporation and an affiliate of private equity firm Veritas Capital, pursuant to which SolAero agreed to acquire substantially all of the assets, and assume substantially all of the liabilities, primarily related to or used in connection with the Company’s photovoltaics business, including EMCORE's subsidiaries EMCORE Solar Power, Inc. and EMCORE IRB Company, LLC (collectively, the "Photovoltaics Business" and, the sale of the Photovoltaics Business and the "Photovoltaics Asset Sale") for $150.0 million in cash, subject to a working capital adjustment pursuant to the Photovoltaics Agreement. On December 10, 2014 , EMCORE completed the Photovoltaics Asset Sale.

As a result the financial results of the Photovoltaics Business are presented as "discontinued operations" on the Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2015 and 2014 ; and the assets and liabilities of the Photovoltaics Business are presented as "assets of discontinued operations" and "liabilities of discontinued operations" on the Condensed Consolidated Balance Sheets as of September 30, 2014 . No Photovoltaics assets and liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 . As of March 31, 2015 , the Company has one remaining reportable segment: Fiber Optics. See Note 3 - Discontinued Operations in the notes to the condensed consolidated financial statements for more information.

28


Sale of Digital Products Business

On October 22, 2014 , EMCORE entered into an Asset Purchase Agreement (the "Digital Products Agreement") with NeoPhotonics Corporation, a Delaware corporation ("NeoPhotonics") pursuant to which the Company agreed to sell certain assets, and transfer certain liabilities of the Company's telecommunications business (collectively, the "Digital Products Business" and, the sale of the Digital Products Business and the "Digital Products Assets Sale") to NeoPhotonics for an aggregate purchase price of $17.5 million , subject to certain purchase price adjustments, consisting of $1.5 million in cash at closing and a promissory note in the principal amount of $16.0 million (the "Promissory Note"). The Promissory Note bears interest of 5.0% per annum for the first year and 13.0% per annum for the second year, payable semi-annually in cash, and matures two years from the closing of the transaction. In addition, the Promissory Note is subject to prepayments under certain circumstances, and is secured by certain of the assets sold to NeoPhotonics in the transaction.
On January 2, 2015 , EMCORE and NeoPhotonics entered into Amendment No. 1 (the "APA Amendment") to the Digital Products Agreement. Among other things, the APA Amendment revised the nature and timing of the financial deliverable requirements of the Company to NeoPhotonics under the original Digital Products Agreement. The assets sold pursuant to the Digital Products Agreement included certain fixed assets, inventory and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business. On January 2, 2015 , EMCORE completed the sale of the Digital Products Business. On April 16, 2015 , EMCORE and NeoPhotonics entered into an agreement to adjust the purchase price resulting in an adjusted balance of the Promissory Note of $15.5 million . On April 17, 2015 , NeoPhotonics prepaid the balance outstanding of the promissory Note, including accrued interest, in the amount of $15.7 million .

As the result of this transaction, the financial results of the Digital Products Business are presented as "discontinued operations" on the Condensed Consolidated Statements of Operations for the three months and six ended March 31, 2015 and 2014 ; and the assets and liabilities of the Digital Products Business are presented as "assets of discontinued operations" and "liabilities of discontinued operations" on the Condensed Consolidated Balance Sheets as of September 30, 2014 . No Digital Products assets and liabilities remain on the condensed consolidated balance sheet as of March 31, 2015 . See Note 3 - Discontinued Operations in the notes to the condensed consolidated financial statements for more information.
We used a portion of the proceeds from the Photovoltaics Asset Sale and the Digital Products Asset Sale to pay for transaction costs associated with the asset sales, make payments required pursuant to existing retention award agreements, repay certain indebtedness and for general working capital purposes. The remaining proceeds from the asset sales may be used, at the discretion of our Board, to repay other indebtedness, provide liquidity to the Company's shareholders through one or more special dividends or repurchase of outstanding shares of the Company's common stock, invest in our other businesses, or a combination thereof.
Strategy Committee of the Board of Directors

The Company’s Board of Directors created a Strategy Committee of the Board of Directors in December 2013, which is charged with evaluating strategic opportunities for the Company that may enhance shareholder value. The Strategy Committee may from time to time consider strategic opportunities to enhance shareholder value, which may include acquisitions, investments in joint ventures, partnerships, and other strategic alternatives, such as dispositions, reorganizations, recapitalizations or other similar transactions and may engage financial and other advisors to assist it in doing so. There is no assurance that the Strategy Committee will identify further strategic opportunities that the Company will determine to pursue, or that the consideration of any such opportunity would result in the completion of a strategic transaction.



29


Results of Operations

The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue. 

 
For the three months ended March 31,
 
For the six months ended March 31,
 
2015
 
2014
 
2015
 
2014
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenue
66.5

 
77.6

 
69.2

 
80.8

Gross profit
33.5

 
22.4

 
30.8

 
19.2

Operating expense:
 
 
 
 
 
 
 
Selling, general, and administrative
31.3

 
33.4

 
38.9

 
36.2

Research and development
10.6

 
20.7

 
11.2

 
16.3

Gain from change in estimate on ARO obligation

 

 
(2.3
)
 

Loss on sale of assets

 

 
0.6

 

Total operating expense
41.9

 
54.1

 
48.4

 
52.5

Operating loss
(8.4
)
 
(31.7
)
 
(17.6
)
 
(33.3
)
Other income (expense):
 
 
 
 
 
 
 
Interest income (expense), net
0.8

 
(0.9
)
 
0.1

 
(0.9
)
Foreign exchange (loss) gain

 
(0.7
)
 
0.1

 
0.1

Gain on sale of investment

 
0.1

 

 
1.1

Change in fair value of financial instruments
0.5

 
0.1

 
0.3

 
(0.3
)
Total other income (expense)
1.3

 
(1.4
)
 
0.5

 

Loss from continuing operations before income tax expense
(7.1
)
 
(33.1
)