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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Sep. 30, 2014	Dec. 05, 2014	Mar. 31, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	EMCORE CORPORATION
Entity Central Index Key	0000808326
Document Type	10-K
Document Period End Date	Sep. 30, 2014
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014
Current Fiscal Year End Date	--09-30
Entity Filer Category	Accelerated Filer
Amendment Flag	false
Entity Common Stock, Shares Outstanding		31,149,792
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 142.1

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Revenue	$ 174,778	$ 168,147	$ 163,781
Cost of revenue	142,104	139,949	145,955
Gross profit	32,674	28,198	17,826
Operating expense (income):
Selling, general, and administrative	32,785	27,419	34,861
Research and development	19,097	19,972	22,338
Impairment	0	0	1,425
Litigation settlements, net	0	0	1,050
Flood-related loss	0	0	5,519
Flood-related insurance proceeds	0	(19,000)	(9,000)
Gain on sale of assets	(100)	(413)	(2,742)
Total operating expense	51,782	27,978	53,451
Operating (loss) income	(19,108)	220	(35,625)
Other income (expense):
Interest expense, net	(522)	(800)	(677)
Foreign exchange gain	10	356	45
Loss from equity method investment	0	0	(1,201)
Gain on sale of investment	307	0	0
Gain on sale of equity method investment	0	4,800	0
Change in fair value of financial instruments	34	515	(69)
Other income	51	17	0
Total other (expense) income	(120)	4,888	(1,902)
(Loss) income before income taxes	(19,228)	5,108	(37,527)
Income tax benefit (expense)	24,080	(120)	(1,644)
Net income (loss)	4,852	4,988	(39,171)
Foreign exchange translation adjustment	214	247	464
Comprehensive income (loss)	$ 5,066	$ 5,235	$ (38,707)
Per share data:
Net income (loss) per basic share	$ 0.16	$ 0.19	$ (1.66)
Net income (loss) per diluted share	$ 0.16	$ 0.19	$ (1.66)
Weighted-average number of basic shares outstanding	30,453	26,531	23,559
Weighted-average number of diluted shares outstanding	30,777	26,812	23,559

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013
Current assets:
Cash and cash equivalents	$ 20,687	$ 16,104
Restricted cash	1,482	815
Accounts receivable, net of allowance of $133 and $3,363, respectively	44,864	41,826
Inventory	26,072	32,115
Deferred income taxes, net	3,908	0
Prepaid expenses and other current assets	6,878	9,437
Total current assets	103,891	100,297
Property, plant, and equipment, net	44,987	49,744
Goodwill	20,384	20,384
Other intangible assets, net	1,142	2,159
Deferred Tax Assets, Net, Noncurrent	20,172	0
Other non-current assets, net of allowance of $3,561 and $3,533, respectively	766	1,130
Total assets	191,342	173,714
Current liabilities:
Borrowings from credit facility	26,518	21,706
Accounts payable	22,292	19,643
Deferred gain associated with sale of assets	3,400	0
Warrant liability	122	155
Accrued expenses and other current liabilities	20,645	21,597
Total current liabilities	72,977	63,101
Asset retirement obligations	5,263	5,053
Deferred gain associated with sale of assets	0	3,400
Other long-term liabilities	755	981
Total liabilities	78,995	72,535
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.0001 par value, 5,882 shares authorized; none issued or outstanding	0	0
Common stock, no par value, 50,000 shares authorized; 31,149 shares issued and 31,109 shares outstanding as of September 30, 2014; 30,022 shares issued and 29,982 shares outstanding as of September 30, 2013	755,368	749,266
Treasury stock, at cost; 40 shares	(2,071)	(2,071)
Accumulated other comprehensive income	1,837	1,623
Accumulated deficit	(642,787)	(647,639)
Total shareholders’ equity	112,347	101,179
Total liabilities and shareholders’ equity	$ 191,342	$ 173,714

Consolidated Balance Sheets - Parenthetical - USD ($) $ in Thousands	Sep. 30, 2014	Sep. 30, 2013
Accounts receivable:
Allowance for doubtful accounts	$ 133	$ 3,363
Other non-current assets:
Allowance for doubtful accounts	$ 3,561	$ 3,533
Shareholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	5,882,000	5,882,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	31,149,000	30,022,000
Common stock, shares outstanding (in shares)	31,109,000	29,982,000
Treasury stock, shares held (in shares)	40,000	40,000

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning Balance (in shares) at Sep. 30, 2011		23,481,000
Beginning Balance at Sep. 30, 2011	$ 98,436	$ 713,063	$ (2,083)	$ 912	$ (613,456)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(39,171)				(39,171)
Translation adjustment	464			464
Stock-based compensation (in shares)		603,000
Stock-based compensation	8,038	$ 8,038
Stock options exercised (in shares)		17,000
Stock options exercised	75	$ 75
Issuance of common stock - ESPP (in shares)		250,000
Issuance of common stock - ESPP	$ 1,091	$ 1,091
Issuance of common stock - ODPP (in shares)	21,000	21,000
Issuance of common stock - ODPP	$ 90	$ 90
Issuance of treasury stock (in shares)		0
Issuance of treasury stock	0	$ (12)	12
Ending Balance (in shares) at Sep. 30, 2012		24,372,000
Ending Balance at Sep. 30, 2012	69,023	$ 722,345	(2,071)	1,376	(652,627)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,988				4,988
Translation adjustment	247			247
Stock-based compensation (in shares)		475,000
Stock-based compensation	4,027	$ 4,027
Stock options exercised (in shares)		79,000
Stock options exercised	395	$ 395
Issuance of common stock - ESPP (in shares)		344,000
Issuance of common stock - ESPP	$ 1,292	$ 1,292
Issuance of common stock - ODPP (in shares)	4,500	5,000
Issuance of common stock - ODPP	$ 18	$ 18
Issuance of common stock from stock sales (in shares)		4,707,000
Issuance of common stock from stock sales	$ 21,189	$ 21,189
Ending Balance (in shares) at Sep. 30, 2013	29,982,000	29,982,000
Ending Balance at Sep. 30, 2013	$ 101,179	$ 749,266	(2,071)	1,623	(647,639)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	4,852				4,852
Translation adjustment	214			214
Stock-based compensation (in shares)		633,000
Stock-based compensation	$ 4,074	$ 4,074
Stock options exercised (in shares)	120,761	120,000
Stock options exercised	$ 573	$ 573
Issuance of common stock - ESPP (in shares)		341,000
Issuance of common stock - ESPP	$ 1,182	$ 1,182
Issuance of common stock - ODPP (in shares)	1,600	2,000
Issuance of common stock - ODPP	$ 8	$ 8
Issuance of common stock - BOD (in shares)		31,000
Issuance of common stock - BOD	$ 265	$ 265
Ending Balance (in shares) at Sep. 30, 2014	31,109,000	31,109,000
Ending Balance at Sep. 30, 2014	$ 112,347	$ 755,368	$ (2,071)	$ 1,837	$ (642,787)

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net income (loss)	$ 4,852	$ 4,988	$ (39,171)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Impairment	0	0	1,425
Depreciation, amortization, and accretion expense	8,518	8,688	9,420
Stock-based compensation expense	4,439	4,209	7,756
Deferred income taxes	(24,080)	0	0
Cash proceeds from sale of investment	(307)	(4,800)	0
Provision adjustments related to doubtful accounts	245	119	(158)
Provision adjustments related to product warranty	2,114	2,914	(49)
Provision for losses on inventory purchase commitments	306	0	2,344
Loss from equity method investment	0	0	1,201
Change in fair value of financial instruments	(34)	(515)	69
Net (gain) loss on disposal of equipment	(100)	0	147
Flood-related loss	0	0	5,519
Non-cash insurance proceeds	0	(16,134)	(2,609)
Gain on sale of assets	0	(338)	(2,742)
Total non-cash adjustments	(8,899)	(5,857)	22,323
Changes in operating assets and liabilities:
Accounts receivable	(3,290)	(4,967)	(1,707)
Inventory	5,481	2,016	(9,807)
Other assets	2,879	5,370	(3,889)
Accounts payable	3,113	(14,032)	10,610
Accrued expenses and other current liabilities	(3,135)	(9,623)	6,639
Total change in operating assets and liabilities	5,048	(21,236)	1,846
Net cash provided by (used in) operating activities	1,001	(22,105)	(15,002)
Cash flows from investing activities:
Cash proceeds from sale of investment	307	0	0
Cash proceeds from sale of equity method investment	0	4,800
Purchase of equipment	(3,001)	(7,242)	(12,211)
Deposits on equipment orders	0	(3)	(351)
Flood-related insurance proceeds from equipment	0	5,373	2,609
Dividend from an unconsolidated affiliate	0	0	1,644
Proceeds from sale of assets	0	1,150	13,121
Decrease (increase) in restricted cash	(667)	(733)	462
Proceeds from disposal of property, plant and equipment	100	484	0
Net cash (used in) provided by investing activities	(3,261)	3,829	5,274
Cash flows from financing activities:
Net proceeds from borrowings from credit facilities	4,813	2,390	1,759
Proceeds from sale of common stock	0	21,189	0
Proceeds from stock plans	1,763	1,705	1,256
Net cash provided by financing activities	6,576	25,284	3,015
Effect of exchange rate changes on foreign currency	267	49	162
Net increase (decrease) in cash and cash equivalents	4,583	7,057	(6,551)
Cash and cash equivalents at beginning of period	16,104	9,047	15,598
Cash and cash equivalents at end of period	20,687	16,104	9,047
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	429	704	514
Cash paid during the period for income taxes	0	15	1,644
NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of equipment under capital lease	0	0	4,411
Sale of assets to Suncore for current receivable	0	0	2,934
Forgiveness of capital lease and accounts payable	$ 0	$ 10,761	$ 0

Description of Business

12 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Business Overview

EMCORE Corporation and its subsidiaries (the “Company”, “we”, “our”, or “EMCORE”) offers a broad portfolio of compound semiconductor-based products for the fiber optics and solar power markets. We were established in 1984 as a New Jersey corporation and we have two reporting segments: Fiber Optics and Photovoltaics. Our Fiber Optics business segment 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 Photovoltaics business segment provides products for space power applications including high-efficiency multi-junction solar cells, Covered Interconnect Cells (CICs) and complete satellite solar panels, and terrestrial applications, including high-efficiency GaAs solar cells for concentration photovoltaic (CPV) power systems.

Sale of Photovoltaics Business

On September 17, 2014, EMCORE entered into an Asset Purchase Agreement (the “ Photovoltaics Agreement”) with Photon Acquisition Corporation ("Photon"), a Delaware corporation and an affiliate of private equity firm Veritas Capital, pursuant to which Photon 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, the "Photovoltaics Asset Sale") for $150.0 million in cash, subject to a working capital adjustment pursuant to the Photovoltaics Agreement. At a special meeting of EMCORE's shareholders held on December 5, 2014, EMCORE's shareholders approved the Photovoltaics Asset Sale and, on December 10, 2014 EMCORE completed the Photovoltaics Asset Sale.

As a result, the financial results of the Photovoltaics Business will be presented as discontinued operations on the Consolidated Statements of Operations beginning in the first quarter of fiscal year 2015. Accordingly, the Company will have one remaining reportable segment: Fiber Optics.

Planned Asset Sale Transaction with NeoPhotonics Corporation

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 has 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"). The Promissory Note will bear 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 contemplated by the Digital Products Agreement. In addition, the promissory note will be subject to prepayments under certain circumstances, and will be secured by certain of the assets to be sold to NeoPhotonics in the transaction. The assets sold pursuant to the Digital Products Agreement include fixed assets, inventory, and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines within the Company’s telecommunications business. The purchase price is subject to certain adjustments for inventory, net accounts receivable and pre-closing revenue levels, which will increase or decrease the principal amount under the Promissory Note as applicable. The transaction is subject to customary closing conditions and is expected to close by early January 2015.

As the result of this transaction, we expect assets and liabilities of the Digital Products Business to be classified as held for sale and the financial results to be reported as discontinued operations in the Company's consolidated financial statements in the first quarter of fiscal year 2015. See Note 18 - Subsequent Events for additional information.

Following the closing of the Photovoltaics and Digital Products Assets Sales EMCORE will continue to operate its fiber optics division which provides optical components, subsystems and systems for high-speed telecommunications, Cable Television (CATV) and Fiber-To-The-Premise (FTTP) networks, as well as products for satellite communications, video transport and specialty photonics technologies for defense and homeland security applications.

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 September 30, 2014 and 2013 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. Settlement of escrow amounts occurs over a two-year period and is subject to claim 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 while an additional $0.4 million of gain on sale of assets was recognized during the fiscal year ended September 30, 2013. There remains a deferred gain of $3.4 million related to our indemnification obligation to SEI as of September 30, 2014 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.

In May 2012, we also entered into a separate facility lease and transition services agreement (TSA) with SEI related to financial services, supply chain, facility, and information infrastructure support functions to be provided by us. We believe the values assigned to the facility lease and TSA approximate fair value. During the fiscal years ended September 30, 2014 and 2013, we recognized $3.3 million and $2.8 million, respectively, related to TSA fees and facility rental income which was recorded as a benefit against operating expenses incurred for such services.

The TSA included a $0.5 million credit to be applied against fees earned by Emcore over a twelve-month period through May 2013. We also incurred $0.6 million in expenses directly associated with this transaction. The TSA credit and transaction-related expenses incurred were applied against the proceeds received in determination of the gain recognized during the fiscal year ended September 30, 2012.

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 September 30, 2014, cash and cash equivalents totaled $20.7 million and net working capital totaled approximately $30.9 million. Net working capital, calculated as current assets minus current liabilities, is a financial metric we use which represents available operating liquidity. For the fiscal year ended September 30, 2014, we earned net income of $4.9 million. Net cash provided from operating activities for the fiscal year ended September 30, 2014 totaled $1.0 million.

We will use a portion of the proceeds from the Asset Sales 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 repurchases of outstanding shares of the Company's common stock, invest in our Other Businesses, or a combination thereof.

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 proceeds that are not reflected in the cash balances at September 30, 2014. These proceeds will provide us with working capital for fiscal year 2015 and beyond.

•

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 $35.0 million to $15.0 million, and certain other changes to the borrowing base calculations went into effect.

As of September 30, 2014, we had a $26.5 million LIBOR rate loan outstanding under our credit facility, with an interest rate of 3.3%. As of September 30, 2014, the credit facility also had $1.9 million reserved for six outstanding stand-by letters of credit, leaving a remaining $2.5 million borrowing availability balance under this credit facility. As of December 10, 2014, there was no outstanding balance under this credit facility. We now expect at least 50% of the $15.0 million credit facility to be available for use during fiscal year 2015. See Note 12 - Credit Facilities for additional disclosures related to the credit facilities.

•

Stock Sales: During August 2012, we filed a shelf registration statement on Form S-3 with the SEC pursuant to which we may, from time to time, sell up to an aggregate of $50 million of our common or preferred stock, warrants or debt securities. On August 23, 2012, the registration statement was declared effective by the SEC, which will allow us to access the capital markets for the three year period following this effective date as long as we continue to meet the eligibility requirements for the use of Form S-3. On October 3, 2012, we sold 1,832,410 shares of common stock of net proceeds of $9.5 million. In addition, on September 18, 2013, we sold 2,875,000 shares of common stock for net proceeds of $11.7 million, which was the second stock sale completed under the above referenced shelf registration.

We believe that our existing balances of cash and cash equivalents, the sale proceeds from the sale of the Photovoltaics Business and amounts expected to be available under our credit facility will provide us with sufficient financial resources to meet our cash requirements for operations, working capital, and capital expenditures for the next twelve months.

However, in the event of unforeseen circumstances, unfavorable market or economic developments, unfavorable results from operations, material claims made under the indemnification provisions of our Master Purchase Agreement with SEI in excess of amounts held in escrow, or if Wells Fargo declares an event of default on the credit facility, we may have to raise additional funds or reduce expenditures by any one or a combination of the following: issuing equity, debt or convertible debt, selling certain product lines and/or portions of our business, furloughs, or reduction of discretionary spending. There can be no assurance that we will be able to raise additional funds on terms acceptable to us, or at all. A significant contraction in the capital markets, particularly in the technology sector, or adverse developments in our business may make it difficult for us to raise additional capital if or when it is required, especially if we experience negative operating results. If adequate capital is not available to us as required, or is not available on favorable terms, our business, financial condition, results of operations, and cash flows may be adversely affected.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Principles of Consolidation. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and include the assets, liabilities, shareholders' equity, and operating results of the Company and its wholly owned subsidiaries. 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.

Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as of the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. The accounting estimates that require our most significant, difficult, and/or subjective judgments include:


•	the valuation of inventory, goodwill, intangible assets, warrants, and stock-based compensation;


•	depreciation, amortization and assessment of recovery of long-lived assets;


•	asset retirement obligations and contingencies, including litigation and indemnification-related;


•	revenue recognition associated with the percentage of completion method;


•	the allowance for doubtful accounts and warranty accruals;


•	the valuation allowance for deferred tax assets; and,


•	impairment and other losses associated with the Thailand Flood.

We develop estimates based on historical experience and on various assumptions about the future that are believed to be reasonable based on the best information available to us. Our reported financial position or results of operations may be materially different under changed conditions or when using different estimates and assumptions, particularly with respect to significant accounting policies. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information.

Concentration of Credit Risk. Financial instruments that may subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Our cash and cash equivalents are held in safekeeping primarily with Wells Fargo Bank. When necessary, we perform credit evaluations on our customers' financial condition and occasionally we request deposits in advance of shipping product to our customers. These financial evaluations require significant judgment and are based on a variety of factors including, but not limited to, current economic trends, historical payment patterns, bad debt write-off experience, and financial review of the particular customer.

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

Restricted Cash. Restricted cash represents recently deposited cash that is temporarily restricted by our bank.

Accounts Receivable. We regularly evaluate the collectability of our accounts receivable and maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to meet their financial obligations to us. The allowance is based on the age of receivables and a specific identification of receivables considered at risk of collection. We classify charges associated with the allowance for doubtful accounts as sales, general, and administrative expense. If the financial condition of our customers were to deteriorate, impacting their ability to pay us, additional allowances may be required.

Inventory. Inventory is stated at the lower of cost or market, with cost being determined using the standard cost method that includes material, labor, and manufacturing overhead costs, which approximates weighted average cost. We write-down inventory once it has been determined that conditions exist that may not allow the inventory to be sold for its intended purpose or the inventory is determined to be excess or obsolete based on our forecasted future sales. The charge related to inventory write-downs is recorded as a cost of revenue. The majority of the inventory write-downs are related to estimated allowances for inventory whose carrying value is in excess of net realizable value and on excess raw material components resulting from finished product obsolescence. In most cases where we sell previously written down inventory, it is typically sold as a component part of a finished product. The finished product is sold at market price at the time resulting in higher average gross margin on such revenue. We do not track the selling price of individual raw material components that have been previously written down or written off, since such raw material components usually are only a portion of the finished products and related sales price. We evaluate inventory levels at least quarterly against sales forecasts on a significant part-by-part basis, in addition to determining its overall inventory risk. We have incurred, and may in the future incur charges to write-down our inventory.

Property, Plant, and Equipment. Our property, plant, and equipment is recorded at cost. Plant and equipment are depreciated on a straight-line basis over the following estimated useful lives of the assets:



Estimated Useful Life
Buildings and improvements	—	forty years
Equipment	—	three to ten years
Furniture and fixtures	—	five years
Computer hardware and software	—	three to seven years
Leasehold improvements	—	five to seven years

Leasehold improvements are amortized over the lesser of the asset life or the life of the facility lease. Expenditures for repairs and maintenance are charged to expense as incurred. The costs for major renewals and improvements are capitalized and depreciated over their estimated useful lives of the related asset. The cost and related accumulated depreciation of the assets are removed from the accounts upon disposition and any resulting gain or loss is reflected in the consolidated statement of operations and comprehensive (loss) income.

Goodwill. The Company's goodwill of approximately $20.4 million is associated with our Photovoltaics segment. Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. As required by ASC 350, Intangibles - Goodwill and Other, we evaluate our goodwill for impairment on an annual basis (September 30), or whenever events or changes in circumstances indicate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

Pursuant to ASC 350, circumstances that could trigger an interim impairment test include but are not limited to:


•	Macroeconomic conditions such as a deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets;


•	Industry and market considerations such as a deterioration in the environment in which an entity operates, an increased competitive environment, a decline in market-dependent multiples or metrics (considered in both absolute terms and relative to peers), a change in the market for an entity's products or services, or a regulatory or political development;


•	Cost factors such as increases in raw materials, labor, or other costs that have a negative effect on earnings and cash flows;


•	Overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods;


•	Other relevant entity-specific events such as changes in management, key personnel, strategy, or customers; contemplation of bankruptcy; or litigation;

•

Events affecting a reporting unit such as a change in the composition or carrying amount of its net assets, a more-likely-than-not expectation of selling or disposing all, or a portion, of a reporting unit, the testing for recoverability of a significant asset group within a reporting unit, or recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit; and,


•	If applicable, a sustained decrease in share price (considered in both absolute terms and relative to peers).

On September 17, 2014, EMCORE entered into an Asset Purchase Agreement with Photon to sell the Photovoltaics Business for $150.0 million in cash, subject to working capital adjustments. As of September 30, 2014, management performed the Step 1 test, which compares the fair value of the reporting unit with its carrying value, including goodwill. As of September 30, 2014, no impairment existed. On December 10, 2014 EMCORE completed the sale of its Photovoltaics Business to Photon. See Note 18 - Subsequent Events for additional information.

Other Intangible Assets. Our intangible assets consist primarily of intellectual property that has been internally-developed or acquired. Acquired intangible assets include existing core technology, trademarks and trade names, and customer contracts. Intangible assets are amortized using the straight-line method over estimated useful lives that could range up to fifteen years.

Valuation of Long-lived Assets. Long-lived assets consist primarily of property, plant, and equipment and intangible assets. Since our long-lived assets are subject to amortization, we review these assets for impairment in accordance with the provisions of ASC 360, Property, Plant, and Equipment. We review long-lived assets for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Our impairment testing of long-lived assets consists of determining whether the carrying amount of the long-lived asset (asset group) is recoverable, in other words, whether the sum of the future undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group) exceeds its carrying amount. The determination of the existence of impairment involves judgments that are subjective in nature and may require the use of estimates in forecasting future results and cash flows related to an asset or group of assets. In making this determination, we use certain assumptions, including estimates of future cash flows expected to be generated by these assets, which are based on additional assumptions such as asset utilization, the length of service that assets will be used in our operations, and estimated salvage values.

Asset Retirement and Environmental Obligations. Pursuant to ASC 410, Asset Retirement and Environmental Obligations, an asset retirement obligation is recorded when there is a legal obligation associated with the retirement of a tangible long-lived asset and the fair value of the liability can reasonably be estimated. Upon initial recognition of an asset retirement obligation, a company increases the carrying amount of the long-lived asset by the same amount as the liability. Over time, the liabilities are accreted for the change in their present value through charges to operations costs. The initial capitalized costs are depleted over the useful lives of the related assets through charges to depreciation, depletion, and/or amortization. If the fair value of the estimated asset retirement obligation changes, an adjustment is recorded to both the asset retirement obligation and the asset retirement cost. Revisions in estimated liabilities can result from revisions of estimated inflation rates, escalating retirement costs, and changes in the estimated timing of settling asset retirement obligations.

We have known conditional asset retirement conditions, such as certain asset decommissioning and restoration of rented facilities to be performed in the future. We previously completed a review of our asset retirement and environmental obligations and we recorded an asset retirement obligation with an offset to fixed assets totaling $5.3 million and $5.1 million as of September 30, 2014 and 2013, respectively.

Fair Value of Financial Instruments. We determine the fair value of our financial instruments in accordance with ASC 820, Fair Value Measurements and Disclosures. The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, borrowings under our credit facility, accounts payable, accrued expenses and other current liabilities approximate fair value because of the short maturity of these instruments.

Equity investments. We accounted for our equity investment in our Suncore joint venture in accordance with ASC 323, Investments - Equity Method and Joint Ventures. An equity investment in which we exercised significant influence but did not control and were not the primary beneficiary, was accounted for using the equity method. We regularly reviewed our investment to determine whether a decline in fair value below the cost basis was other than temporary. In our opinion, neither San'an nor EMCORE held a controlling financial interest in Suncore because neither party had exclusive authority over decision-making related to significant ordinary course of business actions such as establishing a budget, compensation, and the hiring and firing of certain executive personnel. In June 2013, we entered into an agreement to sell our 40% registered ownership interest in Suncore to San'An for a purchase price of $4.8 million. The sale closed during the fourth quarter of fiscal 2013.

Revenue Recognition. Revenue is recognized upon shipment, provided persuasive evidence of a contract exists, the price is fixed, the product meets our customer's specifications, title and ownership have transferred to the customer, and there is reasonable assurance of collection of the sales proceeds. The majority of our products have shipping terms that are free on board or free carrier alongside (FCA) shipping point, which means that we fulfill our delivery obligation when the goods are handed over to the freight carrier at our shipping dock. This means the buyer bears all costs and risks of loss or damage to the goods from that point. In certain cases, we ship our products cost insurance and freight. Under this arrangement, revenue is recognized under FCA shipping point terms, but we pay (and invoice the customer) for the cost of shipping and insurance to the customer's designated location. We account for shipping and related transportation costs by recording the charges that are invoiced to customers as revenue, with the corresponding cost recorded as cost of revenue. In those instances where inventory is maintained at a consigned location, revenue is recognized only when our customer pulls product for use and after title and ownership has transferred to the customer. Revenue from time and material contracts is recognized at contractual rates as labor hours and direct expenses are incurred. Any warranty cost and remaining obligations that are inconsequential or perfunctory are accrued when the corresponding revenue is recognized.

Distributors. We use a number of distributors around the world and recognize revenue upon shipment of product to these distributors. Title and risk of loss pass to the distributors upon shipment, and our distributors are contractually obligated to pay us on standard commercial terms, just like our other direct customers. We do not sell to our distributors on consignment and, except in the event of product discontinuance, do not give distributors a right of return.

Solar Panel Contracts. Pursuant to ASC 605-35, Revenue Recognition - Construction-Type and Production, we record revenue on long-term solar panel contracts using either the percentage-of-completion method or the completed contract method. In general, the performance of these types of contracts involves the design, development, and manufacture of complex aerospace or electronic equipment to our customer's specifications. The percentage-of-completion method is used in circumstances in which all the following conditions exist:


•	the contract includes enforceable rights regarding goods or services to be provided to the customer, the consideration to be exchanged, and the manner and terms of settlement;


•	both the Company and the customer are expected to satisfy all of the contractual obligations; and,


•	reasonably reliable estimates of total revenue, total cost, and the progress towards completion can be made.

The percentage-of-completion method recognizes estimates for contract revenue and costs in progress as work on the contract continues. Estimates are revised as additional information becomes available. If estimates of costs to complete a contract indicate a loss, a provision is made at that time for the total loss anticipated on the contract.

We use the completed contract method if reasonably dependable estimates cannot be made or for which inherent hazards make estimates doubtful. Under the completed contract method, contract revenue and costs in progress are deferred as work on the contract continues. If a loss becomes evident on the contract, a provision is made at that time for the total loss anticipated on the contract. Total contract revenue and related costs are recognized upon the completion of the contract.

Government Research and Development Contracts. Revenue from research and development contracts represents reimbursement by various U.S. government entities, or their contractors, to aid in the development of new technology. The applicable contracts generally provide that we may elect to retain ownership of inventions made in performing the work, subject to a non-exclusive license retained by the U.S. government to practice the inventions for governmental purposes. The research and development contract funding may be based on a cost-plus, cost reimbursement, or a firm fixed price arrangement. The amount of funding under each research and development contract is determined based on cost estimates that include both direct and indirect costs. Cost-plus funding is determined based on actual costs plus a set margin. As we incur costs under cost reimbursement type contracts, revenue is recorded. Contract costs include material, labor, special tooling and test equipment, subcontracting costs, as well as an allocation of indirect costs. A research and development contract is considered complete when all significant costs have been incurred, milestones have been reached, and any reporting obligations to the customer have been met. These contracts may be modified or terminated at the convenience of the U.S. government and may be subject to governmental budgetary fluctuations.

We also participate in cost-sharing research and development arrangements. Under such arrangements in which the actual costs of performance are split between the U.S. government and us on a best efforts basis, no revenue is recorded and our research and development expense is reduced for the amount of the cost-sharing receipts. U.S. government contracts are subject to audit by respective entities.

Multiple-Element Arrangements. Contracts with our customers usually relate to either the delivery of product or the completion of technology or engineering research and development contracts. In a very limited number of cases, a research contract may involve the creation and delivery of a customer-designed product sample based upon the research and development efforts completed. Pursuant to ASC 605-25-25-5, Revenue Recognition - Multiple-Element Arrangements, we have concluded that product revenue should not be considered a unit of accounting separate from the service revenue for these types of research contracts.

Contract Manufacturers. In our Fiber Optics segment, prior to certain customers accepting product that is manufactured at one of our contract manufacturers, these customers require that they first qualify the product and manufacturing processes at our contract manufacturer. The customers' qualification process determines whether the product manufactured at our contract manufacturer achieves their quality, performance, and reliability standards. After a customer completes the initial qualification process, we receive approval to ship qualified product to that customer. As part of the manufacturing process at our contract manufacturers, the finished product is tested prior to shipment to the customer using the same criteria that our customer uses to test product it receives. Revenue is recognized upon shipment of customer-qualified product, provided persuasive evidence of a contract exists, the price is fixed, the product meets our customer's specifications, title and ownership have transferred to the customer, and there is reasonable assurance of collection of the sales proceeds.

Product Warranty Reserves. We provide our customers with limited rights of return for non-conforming shipments and warranty claims for certain products. Pursuant to ASC 450, Contingencies, we make estimates of product warranty expense using historical experience rates as a percentage of revenue and/or costs of revenue and accrue estimated warranty expense as a cost of revenue. We estimate the costs of our warranty obligations based on historical experience of known product failure rates and anticipated rates of warranty claims, use of materials to repair or replace defective products, and service delivery costs incurred in correcting product issues. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should our actual experience relative to these factors differ from our estimates, we may be required to record additional warranty reserves. Alternatively, if we provide more reserves than needed, we may reverse a portion of such provisions in future periods.

Litigation Contingencies. 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.

Research and Development. Research and development costs, net of reimbursement from U.S. government contracts, are charged as an expense when incurred.

Stock-Based Compensation. Stock-based compensation expense is measured at the stock option grant date, based on the fair value of the award, and is recorded to cost of sales, sales, general, and administrative, and research and development expense based on an employee's responsibility and function over the requisite service period. We use the Black-Scholes option-pricing model and the straight-line attribution approach to determine the fair value of stock-based awards in accordance with ASC 718, Compensation. This option-pricing model requires the input of highly subjective assumptions, including the option's expected life, the price volatility of the underlying stock, and expected forfeitures.

Insurance Recoveries. Insurance recoveries related to impairment losses previously recorded and other recoverable expenses will be recognized up to the amount of our related loss or expense in the period that recoveries become realizable. Insurance recoveries under business interruption coverage and insurance gains in excess of amounts previously written off related to impaired inventory and equipment or in excess of other recoverable expenses previously recognized will be recognized when they become realizable and all contingencies have been resolved. The evaluation of insurance recoveries requires estimates and judgments about future results which affect reported amounts and certain disclosures. Actual results could differ from those estimates. As of September 30, 2014, we do not expect to receive any further insurance recoveries.

Foreign Exchange. We recognize gains and losses due to the effect of exchange rate changes on foreign currency primarily due to our operations in Spain, the Netherlands, and in China. The assets and liabilities of our foreign operations are translated from their respective functional currencies into U.S. dollars at the rates in effect at the consolidated balance sheet dates, and the revenue and expense amounts are translated at the average rate during the applicable periods reflected on the consolidated statements of operations and comprehensive loss. Foreign currency translation adjustments are recorded as accumulated other comprehensive income. Gains and losses from foreign currency transactions denominated in currencies other than the U.S. dollar, both realized and unrealized, are recorded as foreign exchange gain (loss) on our consolidated statements of operations and comprehensive income (loss).

Income Taxes. In accordance with ASC 740, Income Taxes, deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. We record valuation allowances against all deferred tax assets for amounts which are considered less likely to be realized.

Comprehensive Income (Loss). ASC 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income and its components in financial statements. It requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the financial statement that is displayed with the same prominence as other financial statements. Our comprehensive (loss) income consists of both net (loss) income and foreign currency translation adjustments and it is presented in the accompanying consolidated statements of operations and comprehensive (loss) income.

Income (Loss) Per Share. We are required, in periods in which we have net income, to calculate basic income per share using the two-class method. The two-class method is required because our unvested restricted stock awards are considered participating securities as these securities have the right to receive dividends or dividend equivalents should we declare dividends on our common stock. Under the two-class method, during periods of net income, net income is first reduced for distributions declared on all classes of securities to arrive at undistributed earnings. The undistributed earnings are then allocated on a pro-rata basis between the common shareholders and participating securities holders. The weighted-average number of common shares and participating securities outstanding during the period is then used to calculate basic income per share.

In periods in which we have a net loss, basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. For the fiscal year ended 2012, non-vested restricted stock awards of 0.2 million, were excluded from the computation of basic loss per share since net losses were not allocated to these participating securities.

For diluted income (loss) per share, the denominator includes all outstanding common shares and all potential dilutive common shares to be issued. For the fiscal years ended September 30, 2014, 2013 and 2012, we excluded 1.9 million, 2.4 million and 4.0 million, respectively, of weighted average outstanding stock options, restricted stock awards, restricted stock units and warrants from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive.

Recent Accounting Pronouncements

12 Months Ended

Sep. 30, 2014

Accounting Changes and Error Corrections [Abstract]

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 FASB issued 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 update will be effective for our fiscal year beginning on October 1, 2014. We are currently evaluating the impact of this accounting standard update on our Consolidated Financial Statements.

•

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 Consolidated Financial Statements.

•

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 have a material impact, and we are currently evaluating the impact this standard will have on our Consolidated Financial Statements.

•

In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period. The new standard requires a performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period be accounted for as a performance condition. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year, and early adoption is permitted. The guidance should be applied on a prospective basis to awards that are granted or modified on or after the effective date. The guidance may be applied on a modified retrospective basis for performance targets outstanding on or after the beginning of the first annual period presented as of the date of adoption. This accounting standard update will be effective for our fiscal year beginning October 1, 2016. We are currently evaluating the impact of this accounting standard update on our 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.

Fair Value Accounting

12 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

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. We classify investments within Level 1 if quoted prices are available in active markets.

•

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. We classify items in Level 2 if the investments are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.


•	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. We do not hold any financial assets or liabilities within Level 3.

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 September 30, 2014
Assets:
Cash and cash equivalents	$	20,687	—	—	$	20,687
Restricted cash	1,482		—	—	1,482
Liabilities:
Warrant liability	—		122	—	122
As of September 30, 2013
Assets:
Cash and cash equivalents	$	16,104	—	—	$	16,104
Restricted cash	815		—	—	815
Liabilities:
Warrant liability	—		155	—	155

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.

As of September 30, 2014 and 2013, warrants representing the right to purchase 400,001 shares of our common stock were outstanding. All of our warrants meet 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 (loss) income 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.



Assumptions used in Monte Carlo Option Valuation Model	Warrants issued on October 1, 2009
	As of September 30, 2014		As of September 30, 2013
Number of warrants issued	400,001		400,001
Expiration date	4/1/2015		4/1/2015
Exercise price	$6.76 - $9.44		$6.76 - $9.44
Expected dividend yield	—		—
Expected stock price volatility	51.71	%	51.52	%
Risk-free interest rate	0.30	%	0.22	%
Expected term (in years)	0.5		1.5
Total warrant valuation	$121,667		$155,000

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.

Impairment tests related to our goodwill and long-lived assets involves comparing fair value to carrying amount. See Note 8 - Goodwill and Note 9 - Intangible Assets for disclosures related to recent long-lived asset impairment tests.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Accounts Receivable

12 Months Ended

Sep. 30, 2014

Receivables [Abstract]

Accounts Receivable

The components of accounts receivable consisted of the following:



	As of			As of
(in thousands)	September 30, 2014			September 30, 2013
Accounts receivable	$	40,882		$	39,827
Accounts receivable – unbilled	4,115			5,362
Accounts receivable, gross	44,997			45,189
Allowance for doubtful accounts	(133		)	(3,363		)
Accounts receivable, net	$	44,864		$	41,826

Unbilled accounts receivable represents revenue recognized but not yet billed as of the period ended. Billings on contracts using the percentage-of-completion method usually occur upon completion of predetermined contract milestones or other contract terms, such as customer approval. The allowance for doubtful accounts is based on the age of receivables and a specific identification of receivables considered at risk of collection.

As of September 30, 2014 and 2013, we had $8.0 million and $9.2 million, respectively, of accounts receivable recorded using the percentage of completion method. Of these amounts, $4.8 million was invoiced and $3.2 million was unbilled as of September 30, 2014 and $4.6 million was invoiced and $4.6 million was unbilled as of September 30, 2013.

Included in accounts receivable, net at September 30, 2013 is $6.5 million from sales to Suncore. Beginning with fiscal year 2014, Suncore is no longer considered a related party and therefore no corresponding information is presented. See Note 17 - Suncore Joint Venture for additional disclosures related to Suncore.

The following table summarizes the changes in the allowance for doubtful accounts within accounts receivable:



Allowance for Doubtful Accounts (in thousands)	For the Fiscal Years Ended September 30,
	2014			2013			2012
Balance at beginning of period	$	3,363		$	3,279		$	3,332
Provision adjustment - expense, net of recoveries	245			119			(53		)
Write-offs and other adjustments - additions (deductions) to receivable balances	(3,475		)	(35		)	—
Balance at end of period	$	133		$	3,363		$	3,279

The decrease in the allowance for doubtful accounts during the fiscal year ended September 30, 2014 is primarily due to historical amounts that were written off.

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

Inventory

12 Months Ended

Sep. 30, 2014

Inventory Disclosure [Abstract]

Inventory

The components of inventory consisted of the following:



	As of		As of
(in thousands)	September 30, 2014		September 30, 2013
Raw materials	$	11,380	$	12,094
Work in-process	5,700		4,122
Finished goods	8,992		15,899
Inventory	$	26,072	$	32,115

Property, Plant, and Equipment, net

12 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment, net

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



	As of		As of
(in thousands)	September 30, 2014		September 30, 2013
Land	$	1,502	$	1,502
Building and improvements	17,846		18,423
Equipment	21,022		23,134
Furniture and fixtures	67		95
Computer hardware and software	756		933
Leasehold improvements	2,278		3,029
Construction in progress	1,516		2,628
Property, plant, and equipment, net	$	44,987	$	49,744

As of September 30, 2014 and 2013, accumulated depreciation was approximately $87.0 million and $79.9 million, respectively. Depreciation expense totaled $7.3 million, $7.2 million and $7.5 million during the fiscal years ended September 30, 2014, 2013 and 2012, respectively.

Also See Note 11 - Impact from Thailand Flood for additional disclosures related to the impact of the Thailand flood on our operations.

Goodwill	12 Months Ended
Goodwill	Sep. 30, 2014
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	Goodwill Impairment Testing - Fiscal 2012: As of September 30, 2012, we performed an annual goodwill impairment test and reviewed the qualitative factors as described in ASU No. 2011-08. We determined that it was not more likely than not that the fair value of our Photovoltaics reporting unit was less than its carrying amount. Impairment Testing - Fiscal 2013: As of September 30, 2013, we performed an annual goodwill impairment test and reviewed the qualitative factors as described in ASU No. 2011-08. Due to the length of time that has elapsed and changes in the underlying assumptions used in our prior quantitative impairment test, we determined to skip the qualitative assessment and perform a quantitative, step one, assessment of possible impairment based on the estimated fair value of the reporting unit. We determined based on that analysis that goodwill related to our photovoltaics reporting unit was not impaired. Impairment Testing - Fiscal 2014: On September 17, 2014, EMCORE entered into an Asset Purchase Agreement with Photon to sell the Photovoltaics Business for $150.0 million in cash, subject to working capital adjustments pursuant to the Photovoltaics Agreement. As of September 30, 2014, management performed the Step 1 test, which compares the fair value of the reporting unit with its carrying value, including goodwill. As of September 30, 2014, no impairment existed. On December 10, 2014, EMCORE completed the sale of its Photovoltaics Business to Photon. See Note 18 - Subsequent Events for additional information. We will continue to monitor any changes in circumstances or triggering events that might indicate impairment of our goodwill. If there is a significant erosion of the Company’s market capitalization or the Photovoltaics reporting unit is unable to achieve its projected cash flows, we may be required to perform additional impairment tests. The outcome of these additional tests may result in the recording of goodwill impairment charges.

Intangible Assets

12 Months Ended

Sep. 30, 2014

Intangible Assets [Abstract]

Intangible Assets

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



(in thousands)	As of September 30, 2014							As of September 30, 2013
	Gross Assets		Accumulated Amortization			Net Assets		Gross Assets		Accumulated Amortization			Net Assets
Fiber Optics:
Core Technology	$	12,727	$	(12,243	)	$	484	$	12,727	$	(11,822	)	$	905
Customer Relations	3,511		(2,935		)	576		3,511		(2,647		)	864
Patents	4,697		(4,615		)	82		4,697		(4,498		)	199
	20,935		(19,793		)	1,142		20,935		(18,967		)	1,968
Photovoltaics:
Patents	1,528		(1,528		)	—		1,972		(1,781		)	191
Total	$	22,463	$	(21,321	)	$	1,142	$	22,907	$	(20,748	)	$	2,159

Amortization expense related to intangible assets is included in selling, general, and administrative expense on our statement of operations and comprehensive (loss) income. Based on the carrying amount of our intangible assets as of September 30, 2014, the estimated future amortization expense is as follows:



Estimated Future Amortization Expense
(in thousands)

Fiscal year ended September 30, 2015	$	555
Fiscal year ended September 30, 2016	554
Fiscal year ended September 30, 2017	33
Fiscal year ended September 30, 2018	—
Fiscal year ended September 30, 2019 and thereafter	—
Total	$	1,142

Impairment Testing

The impairment tests for our long-lived assets involves comparing fair value to the carrying amount. If the carrying value of the long-lived assets (asset group) exceeds the estimated undiscounted cash flows expected to be generated by the assets, an impairment may exist. We derive fair value using both the guideline public company valuation method, and on a lesser extent, the discounted cash flow valuation method. The guideline public company valuation method entails a comparison to publicly traded companies within similar industry, product lines, market, growth, margins and risk and is generally based on published data regarding the public companies' stock price, revenue, and earnings. The discounted cash flow valuation method is based on both undiscounted and discounted cash flow models using assumptions about revenue growth rates, appropriate discount rates relative to risk, and estimates of terminal value.

Fiscal 2012:

As of December 31, 2011, we performed an impairment test of long-lived assets within our Fiber Optics segment and we determined that no impairment existed. The impairment test was triggered by a change in long-term financial and cash flow forecasts due to the adverse impact the Thailand flood had on our operations. See Note 11 - Impact from Thailand Flood for additional disclosures related to the impact of the Thailand flood on our operations. In making this determination, we used certain assumptions, including estimates of future cash flows expected to be generated by these long-lived assets, which are based on additional assumptions such as asset utilization, expected length of service from the assets, and estimated salvage values.

As of June 30, 2012, we performed an evaluation of an asset group within our Photovoltaics segment for impairment of long-lived assets. The impairment test was triggered by a determination that it was more likely than not those assets would be sold or otherwise disposed of before the end of their previously estimated useful lives. As a result of the evaluation, we determined that impairment existed and a charge of $1.4 million was recorded to write down the long-lived assets to an estimated fair value. Of the total impairment charge, $1.1 million related to equipment and $0.3 million related to intangible assets.

Fiscal 2013

As of September 30, 2013, we performed an impairment test on certain long-lived assets related to our Fiber Optics segment. The impairment test was triggered by a change in long-term financial and cash flow forecasts. The impairment testing indicated that no impairment existed and that future undiscounted cash flows exceeded the carrying value.

Fiscal 2014

As of September 30, 2014, we performed an impairment test on long-lived assets related to our Fiber Optics segment. The impairment test was triggered by a change in long-term financial and cash flow forecasts. The impairment testing indicated that no impairment existed and that future undiscounted cash flows exceeded the carrying value.

The Company will reassess its long-lived assets for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Accrued Expenses and Other Current Liabilities

12 Months Ended

Sep. 30, 2014

Payables and Accruals [Abstract]

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)	September 30, 2014		September 30, 2013
Compensation	$	4,265	$	4,361
Warranty	3,087		4,030
Termination fee	2,775		2,775
Professional fees	2,204		676
Royalty	576		1,061
Customer deposits	631		730
Deferred revenue	702		2,565
Self insurance	1,470		1,352
Income and other taxes	1,529		1,345
Loss on sales contracts	119		415
Severance and restructuring accruals	1,317		601
Loss on inventory purchase commitments	306		—
Other	1,664		1,686
Accrued expenses and other current liabilities	$	20,645	$	21,597

Professional fees

The Company accrued legal and consulting fees of $1.1 million related to the sale of the Photovoltaics Business for the fiscal year ended September 30, 2014.

Severance and restructuring accruals: In August 2012, Mr. Reuben Richards, Jr. proposed to the Board to step-down from his position as the Company's Executive Chairman and all other positions he held as an officer or employee of the Company and its affiliates, effective as of September 30, 2012. Mr. Richards remained as Chairman of the Board and a member of the Board.

The Company and Mr. Richards entered into a separation agreement and general release, dated August 6, 2012 (Separation Agreement), which includes mutual releases by Mr. Richards and the Company of all claims related to Mr. Richards' employment and service relationship with, and termination of employment and service from, the Company. Under the terms of the Separation Agreement, Mr. Richards acknowledged and agreed that the restrictive covenants contained in his employment agreement would remain in full force and effect. The separation agreement provides for among other things, the continuation of his base salary for 88 weeks, benefits for 18 months, and immediate vesting of all his outstanding non-vested equity awards. These payments are not contingent upon any future service by Mr. Richards. In fiscal year 2012, we recorded a charge of $1.1 million related to Mr. Richards' separation agreement.

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 for the fiscal year September 30, 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 will 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 (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. See Note 18 - Subsequent Events for additional information on Dr. Hong Q. Hou's successor.

Our severance and restructuring-related accrual 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 (loss) income. 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, 2012	$	1,105		$	416		$	1,521
Expense - charged to accrual	723			—			723
Payments and accrual adjustments	(1,305		)	(338		)	(1,643		)
Balance as of September 30, 2013	$	523		$	78		601
Expense - charged to accrual	2,229			—			2,229
Payments and accrual adjustments	(1,435		)	(78		)	(1,513		)
Balance as of September 30, 2014	$	1,317		$	—		$	1,317

Warranty: We generally provide product and other warranties on our solar cells, 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.

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



Product Warranty Accruals	For the Fiscal Years Ended September 30,
(in thousands)	2014			2013			2012
Balance at beginning of period	$	4,561		$	4,100		$	4,158
Provision for product warranty - expense	2,114			2,914			(49		)
Adjustments and utilization of warranty accrual	(3,057		)	(2,453		)	(9		)
Balance at end of period	$	3,618		$	4,561		$	4,100
Current portion	$	3,087		$	4,030		$	3,692
Non-current portion	531			531			408
Product warranty liability at end of period	$	3,618		$	4,561		$	4,100

The decrease in our provision for product warranty expense for the fiscal year ended September 30, 2014 compared to the same periods in 2013 was primarily due to specific customer warranty claims in 2013.

Impact from Thailand Flood	12 Months Ended
Impact from Thailand Flood	Sep. 30, 2014
Extraordinary and Unusual Items [Abstract]
Impact from Thailand Flood	Impact from Thailand Flood In October 2011, we announced that flood waters had severely impacted the inventory and production operations of our primary contract manufacturer in Thailand. The impacted areas included certain product lines for the Telecom and Cable Television (CATV) market segments. Our Photovoltaics segment was not affected by the Thailand floods. During the fiscal year ended September 30, 2012, we recorded estimated flood-related losses associated with damaged inventory and equipment of approximately $3.7 million and $1.8 million, respectively. Equipment under capital lease totaling $1.9 million as of September 30, 2011 was also damaged by the Thailand flood and written off against our outstanding capital lease obligation. Instead of completely rebuilding all flood-damaged manufacturing lines in Thailand, management decided to realign the Company's fiber optics product portfolio and focus on business areas with strong technology differentiation and growth opportunities. Management identified certain inventory on order related to manufacturing product lines that were destroyed by the Thailand flood and will not be replaced. This expense, which totaled $1.6 million, for the fiscal year ended September 30, 2012, was recorded within cost of revenue on our statement of operations and comprehensive income (loss). In November 2011, we entered into an agreement with our contract manufacturer in Thailand whereby our contract manufacturer agreed to purchase equipment to rebuild certain manufacturing lines damaged by flood waters and we agreed to reimburse our contract manufacturer for the cost of the equipment out of insurance proceeds that we expected to receive. We were not a named beneficiary of our contract manufacturer's insurance policy. As of September 30, 2012, we capitalized the cost of our new manufacturing lines of approximately $5.2 million and recorded an equipment capital lease obligation of $4.4 million, net of equipment deposits. In addition, during the fiscal year ended September 30, 2013, we capitalized an additional $1.2 million of new manufacturing lines and recorded a corresponding amount to capital lease obligation. Additionally, we restructured our outstanding payables owed to our contract manufacturer, which delayed payments to future dates to coincide with expected timing of insurance proceeds. Flood-related insurance proceeds related to inventory and equipment destroyed by the Thailand flood are recognized when they become realized. In September 2012 we received cash flood-related insurance proceeds of $4.0 million. In December 2012, we received flood-related insurance proceeds of $4.2 million in the form of forgiveness of $2.2 million of outstanding capital lease obligations and $2.0 million of outstanding payables. In March 2013, we received the final flood-related insurance proceeds of $14.8 million in the form of a receivable of $8.2 million, which we received cash payment for in April 2013, forgiveness of $3.4 million of outstanding capital lease obligations and $3.2 million of outstanding payables. No additional flood-related insurance proceeds associated with this event are anticipated. Additionally, we also claimed damages and received proceeds of $5.0 million under our own comprehensive insurance policy relating to business interruption and we recorded this amount as flood-related insurance proceeds during the fiscal year ended September 30, 2012. No additional business interruption insurance proceeds associated with this event are anticipated.

Credit Facilities	12 Months Ended
Credit Facilities	Sep. 30, 2014
Debt Disclosure [Abstract]
Credit Facilities	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 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 $35.0 million to $15.0 million, and certain other changes to the borrowing base calculations went into effect. As of September 30, 2014, we had a $26.5 million LIBOR rate loan outstanding, with an interest rate of 3.3%, and approximately $1.9 million reserved for six outstanding stand-by letters of credit under the credit facility. As of December 10, 2014, there was no outstanding balance under this credit facility. We now expect at least 50% of the $15.0 million credit facility to be available for use during fiscal year 2015.

Income and other Taxes

12 Months Ended

Sep. 30, 2014

Income Tax Disclosure [Abstract]

Income and other Taxes

The Company's (loss) income before income taxes consisted of the following:



(Loss) income before income taxes	For the Fiscal Years Ended September 30,
(in thousands)	2014			2013			2012
Domestic	$	(19,478	)	$	7,137		$	(38,613	)
Foreign	250			(2,029		)	1,086
(Loss) income before income taxes	$	(19,228	)	$	5,108		$	(37,527	)

The Company's income tax (benefit) expense consisted of the following:



Income tax (benefit) expense	For the Fiscal Years Ended September 30,
(in thousands)	2014			2013		2012
Federal:
Current	$	—		$	120	$	—
Deferred	(21,590		)	—		—
	(21,590		)	120		—
State:
Current	—			—		—
Deferred	(2,490		)	—		—
	(2,490		)	—		—
Foreign
Current	—			—		1,644
Deferred	—			—		—
	—			—		1,644
Total income tax (benefit) expense	$	(24,080	)	$	120	$	1,644

The deferred tax benefit of $24.1 million relates primarily to the recognition of deferred tax assets which will used in fiscal year 2015 when income tax expense is recorded as a result of the sale of the Photovoltaics Business.

EMCORE Corporation is incorporated in the state of New Jersey. A reconciliation of the provision for income taxes, with the amount computed by applying the statutory U.S. federal and state income tax rates to income before provision for income taxes is as follows:



Provision for Income Taxes	For the Fiscal Years Ended September 30,
(in thousands)	2014			2013			2012
Income tax (benefit) expense computed at U.S. federal statutory rate	$	(6,537	)	$	1,700		$	(12,800	)
State tax expense (benefit), net of U.S. federal effect	2,989			400			(1,400		)
Foreign	—			—			1,600
NOL adjustments	24,515			—			—
Capital losses	(5,217		)	—			—
Other	(1,033		)	1,320			744
Change in valuation allowance	(38,797		)	(3,300		)	13,500
Income tax (benefit) expense	$	(24,080	)	$	120		$	1,644
Effective tax rate	125		%	2		%	4		%

Significant components of our deferred tax assets are as follows:



Deferred Tax Assets	As of September 30, 2014			As of September 30, 2013
(in thousands)	As of September 30, 2014			As of September 30, 2013
Deferred tax assets:
Federal net operating loss carryforwards	$	155,741		$	166,834
Foreign net operating loss carryforwards	646			4,052
Income tax credit carryforwards	2,641			2,641
Inventory reserves	4,439			3,743
Accounts receivable reserves	51			1,275
Accrued warranty reserve	1,171			799
State net operating loss carryforwards	10,454			14,289
Investment write-down	—			5,315
Stock compensation	3,300			3,325
Deferred compensation	1,647			1,466
Fixed assets and intangibles	10,501			12,681
Capital loss carryover	10,565			—
Other	1,868			1,320
Total deferred tax assets	203,024			217,740
Valuation allowance	(178,944		)	(217,740		)
Net deferred tax assets	$	24,080		$	—

During the fiscal year ended September 30, 2014 there was a significant decrease in the valuation allowance primarily from domestic and foreign restructurings resulting in the elimination of unutilized net operating loss carryforwards and the release of a portion of the valuation allowance as a result of the sale of the Photovoltaics business in fiscal year 2015.

With regards to foreign restructurings during the fiscal year ended September 30, 2014, the Spain subsidiary was liquidated as of September 30, 2014 and the Netherlands subsidiary began liquidation during the fiscal year. These subsidiaries had a remaining net operating loss carryforward of approximately $9.0 million which has been eliminated from the deferred tax balances as of September 30, 2014. In addition, during the fiscal year ended September 30, 2014, approximately $4.1 million of China net operating loss carryforwards have expired.

During the quarter ended September 30, 2014, the Company determined that it was more likely than not that certain deferred tax assets would be realized upon the closing of the sale of the Photovoltaics Business. Prior to the quarter ended September 30, 2014, because of significant negative evidence including the Company’s lack of historical profitability and expected losses in future years, the Company determined that it was more likely than not that the deferred tax assets would not be realized. However, with the December 10, 2014 closing of the sale of the Photovoltaics Business, the Company will realize a gain on the sale that will result in the realization of a portion of our deferred tax assets. Upon considering the relative impact of all evidence, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that certain deferred tax assets would be realized and that the applicable valuation allowance should be released as of September 30, 2014.

Accordingly, a net deferred tax valuation allowance release of $24.1 million was recorded as an income tax benefit during fiscal year 2014. We expect that substantially all of the $24.1 million in deferred tax assets will be used in fiscal year 2015 when income tax expense is recorded as a result of closing the sale of the Photovoltaics Business on December 10, 2014, thus resulting in no cash received for the deferred tax assets. The Company believes its forecast of future taxable income is reasonable; however, it is inherently uncertain. The deferred tax valuation allowance is based primarily on estimates related to the taxable gains and losses on the sales of the Photovoltaics Business and Digital Products Business as well as estimates related to future taxable income. To the extent these estimates may change, it could have a significant effect on future income tax benefit or expense.

For the fiscal years ended September 30, 2014, 2013 and 2012, the Company recorded income tax (benefit) expense of approximately $(24.1) million, $0.1 million and $1.6 million, respectively. As of September 30, 2014 and 2013, we had approximately $0.4 million of interest and penalties accrued as tax liabilities on our balance sheet.

During the three months ended December 31, 2011, as part of an equity recapitalization at our former Suncore joint venture we received a deemed capital distribution of $14.8 million. The deemed capital distribution was subject to a 10% foreign withholding tax. As a result, we were subject to a $1.6 million foreign tax expense and Suncore made a cash dividend for an equal amount. The foreign tax expense was treated as a tax credit for U.S. tax purposes. See Note 17 - Suncore Joint Venture for additional disclosures related to this foreign income tax expense.

The Company prepared an Internal Revenue Code 382 analysis to determine the annual limitations on the Company's consolidated net operating loss carryforwards. The result was it was determined that the net operating loss carryforwards of two domestic subsidiaries had no value. This conclusion was based upon the Internal Revenue Code 382 annual limitation determined when the subsidiaries were acquired coupled with their inactive status. As a result, the Company commenced the process of dissolving these entities as of September 30, 2014. Accordingly, approximately $57.4 million of federal net operating loss carryforwards related to these dissolved subsidiaries have been eliminated from the deferred tax balances at September 30, 2014.

As of September 30, 2014, the Company had net operating loss carryforwards for U.S. federal income tax purposes of approximately $458.1 million which begin to expire in 2021. As of September 30, 2014, the Company had foreign net operating loss carryforwards of $5.0 million which began to expire in 2014, as well as, state net operating loss carryforwards of approximately $266.0 million which began to expire in 2014. As of September 30, 2014, the Company also had tax credits (primarily foreign income and U.S. research and development tax credits) of approximately $2.6 million. The research credits will begin to expire in 2018. Utilization of net operating loss and tax credit carryforwards are subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. As a result, of the $458.1 million of U.S. net operating loss carryforwards, approximately $247.3 million is subject to an annual limitation and $210.8 million of the net operating losses are not subject to an annual limitation. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before utilization. At this time, the Company has not determined the full extent of the ownership change limitations upon the state operating loss carryforwards.

A reconciliation of the beginning and ending amount of unrecognized gross tax benefits is as follows:



Unrecognized Gross Tax Benefit (in thousands)
Balance as of September 30, 2012	$	620
Adjustments based on tax positions related to the current year	—
Adjustments based on tax positions of prior years	—
Balance as of September 30, 2013	$	620
Adjustments based on tax positions related to the current year	—
Adjustments based on tax positions of prior years	—
Balance as of September 30, 2014	$	620

We file income tax returns in the U.S. federal, state, and local jurisdictions. Currently, the Company's September 30, 2012, federal return is under examination. The examination is currently in progress and the Company has not been notified of any significant issues. 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 U.S. federal, after fiscal year 2009 for the state of California, and after fiscal year 2010 for the state of New Mexico.

Included in our operating income for the fiscal years ended September 30, 2014 and 2013 were $0.8 million and $1.8 million, respectively, 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 will result in cash refunds and reduction of future payroll and compensation taxes. There were no significant incentive tax credits received during the fiscal years ended September 30, 2012.

Commitments and Contingencies

12 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Leases: Estimated future minimum lease payments under non-cancelable operating leases with an initial or remaining term of one year or more as of September 30, 2014 are as follows:



Estimated Future Minimum Lease Payments (in thousands)	Operating Leases
Fiscal year ended September 30, 2015	$	1,156
Fiscal year ended September 30, 2016	1,036
Fiscal year ended September 30, 2017	512
Fiscal year ended September 30, 2018	77
Fiscal year ended September 30, 2019	77
Thereafter	2,380
Total minimum lease payments	$	5,238

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 $1.7 million, $2.3 million and $2.7 million for the fiscal years ended September 30, 2014, 2013 and 2012, respectively. There are no off-balance sheet arrangements other than our operating leases.

Asset Retirement Obligations: 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. 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, escalating 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%. No asset retirement obligations were settled during the fiscal year ended September 30, 2014. We settled approximately $0.1 million of asset retirement obligations during the fiscal year ended September 30, 2013. Accretion expense of $0.2 million, $0.2 million and $0.2 million was recorded during the fiscal years ended September 30, 2014, 2013 and 2012, respectively.

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 September 30, 2014, there has been no resolution to this claim. 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 September 30, 2014 and 2013 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 of at least $1.5 million. As of September 30, 2014, there has been no resolution to these claims. See Note 1 - Description of Business in the notes to the consolidated financial statements for additional disclosures related to this asset sale.

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) Nichia Corporation

On October 8, 2013, we were served with a complaint filed by Nichia Corporation in the United States District Court for the Eastern District of Texas, alleging infringement of Nichia's U.S. Patent No. 7.295.587 entitled "Semiconductor Laser Having Optical Guide Layer Doped for Decreasing Resistance" by one of our broadband products, unspecified monetary damages and injunctive relief (Nichia Corporation v. EMCORE Corporation, Case No.: 2-13-CV480). During the fiscal year ended September 30, 2014, we entered into a settlement agreement which resolved Nichia's lawsuit. Under the settlement, we acknowledged the validity of Nichia's '587 patent, and paid an immaterial sum of money for damages to Nichia. Also under the settlement agreement, Nichia granted Emcore a non-exclusive, royalty-bearing license to the '587 patent.

c) Sumitomo Electric Industries Ltd.

On September 23, 2014, Sumitomo Electric Industries Ltd. ("Sumitomo"), filed for arbitration against EMCORE, as required under the Master Purchase Agreement between the parties (the "MPA"). Sumitomo 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 Sumitomo in the MPA, and other breach of contract claims. We believe that the claims in this matter are without merit and we intend to defend vigorously against them. However, because the matter is in a preliminary stage, we cannot assure you as to its outcome, or that an adverse decision in such action would not have a material adverse effect on our business, financial condition or results of operation. On November 14, 2014, EMCORE answered Sumitomo’s complaint and asserted several factual and legal defenses.

Equity

12 Months Ended

Sep. 30, 2014

Equity [Abstract]

Equity

Stock Sales

During August 2012, we filed a shelf registration statement on Form S-3 with the SEC pursuant to which we may, from time to time, sell up to an aggregate of $50 million of our common or preferred stock, warrants or debt securities. On August 23, 2012, the registration statement was declared effective by the SEC, which allows us to access the capital markets for the three year period following this effective date as long as we continue to meet the eligibility requirements for the use of Form S-3. On October 3, 2012, we sold 1,832,410 shares of common stock for net proceeds of $9.5 million. In addition, on September 18, 2013, we sold 2,875,000 shares of common stock for net proceeds of $11.7 million.

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).

On March 5, 2014, our shareholders approved an amendment to the 2012 Equity Plan to increase the total number of shares of common stock available for grant under the 2012 Equity Plan by 1,000,000 shares, to a total authorized of 2,000,000 shares.

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