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Exhibit 99.1

 

UNAUDITED CONDENSED FINANCIAL INFORMATION

 

Unaudited Pro Forma Condensed Consolidated Financial Information

 

EMCORE Corporation (“EMCORE” or the “Company”) has prepared unaudited pro forma condensed consolidated financial statements to assist readers in understanding the nature and effects of the sale of the Photovoltaics Business, which sale was completed on December 10, 2014, and the further effects of the Digital Products Sale (collectively, the “Asset Sales”), which was completed on January 2, 2015.

 

The Unaudited Pro Forma Condensed Consolidated Statements of Operations for the fiscal years ended September 30, 2014, 2013, and 2012 have been prepared with the assumption that the Asset Sales were completed as of October 1, 2011. The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014 has been prepared with the assumption that the Asset Sales were completed as of the balance sheet date.

 

The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the results of operations or the financial position which would have actually resulted if the Asset Sales had been completed on the dates indicated, or which may result in the future.

 

The unaudited pro forma financial information has been prepared by the Company based upon assumptions deemed appropriate by the Company’s management. An explanation of certain assumptions is set forth under the Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

 

The unaudited pro forma financial information should be read in conjunction with the Company’s historical Consolidated Financial Statements and Notes thereto contained in the 2014 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”).

 



 

EMCORE CORPORATION

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended September 30, 2014

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

 

 

Sale of

 

without

 

 

 

 

 

 

 

 

 

Pro Forma

 

Digital

 

Photovoltaics

 

 

 

 

 

Sale of

 

 

 

without

 

Products

 

and Digital

 

 

 

EMCORE

 

Photovoltaics

 

Other

 

Photovoltaics

 

Business

 

Products

 

 

 

Corporation

 

Business (a)

 

Adjustments

 

Business

 

(b)

 

Businesses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

174,778

 

$

(73,025

)

$

 

$

101,753

 

$

(45,776

)

$

55,977

 

Cost of revenue

 

142,104

 

(52,483

)

 

89,621

 

(44,927

)

44,694

 

Gross profit

 

32,674

 

(20,542

)

 

12,132

 

(849

)

11,283

 

Operating expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

32,785

 

(10,953

)

 

21,832

 

(7,830

)

14,002

 

Research and development

 

19,097

 

(1,675

)

 

17,422

 

(7,989

)

9,433

 

Gain on sale of assets

 

(100

)

 

 

(100

)

 

(100

)

Total operating expense

 

51,782

 

(12,628

)

 

39,154

 

(15,819

)

23,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(19,108

)

(7,914

)

 

(27,022

)

14,970

 

(12,052

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(522

)

210

(c)

 

(312

)

(d)

(312

)

Foreign exchange gain

 

10

 

 

 

10

 

 

10

 

Gain on sale of investment

 

307

 

 

 

307

 

 

307

 

Change in fair value of financial instruments

 

34

 

 

 

34

 

 

34

 

Other income

 

51

 

 

 

51

 

 

51

 

Total other (expense) income

 

(120

)

210

 

 

90

 

 

90

 

Loss before income tax expense

 

(19,228

)

(7,704

)

 

(26,932

)

14,970

 

(11,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit

 

24,080

 

 

(24,080

)(e)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

4,852

 

$

(7,704

)

$

(24,080

)

$

(26,932

)

$

14,970

 

$

(11,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic share

 

$

0.16

 

 

 

 

 

$

(0.87

)

 

 

$

(0.39

)

Net income (loss) per diluted share

 

$

0.16

 

 

 

 

 

$

(0.86

)

 

 

$

(0.38

)

Weighted-average number of basic shares outstanding

 

30,453

 

500

(f)

 

 

30,953

 

 

 

30,953

 

Weighted-average number of diluted shares outstanding

 

30,777

 

500

(f)

 

 

31,277

 

 

 

31,277

 

 

See the accompanying notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.

 



 

EMCORE CORPORATION

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended September 30, 2013

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

Sale of

 

without

 

 

 

 

 

 

 

Pro Forma

 

Digital

 

Photovoltaics

 

 

 

 

 

Sale of

 

without

 

Products

 

and Digital

 

 

 

EMCORE

 

Photovoltaics

 

Photovoltaics

 

Business

 

Products

 

 

 

Corporation

 

Business (a)

 

Business

 

(b)

 

Businesses

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

168,147

 

$

(70,498

)

$

97,649

 

$

(35,695

)

$

61,954

 

Cost of revenue

 

139,949

 

(52,628

)

87,321

 

(36,178

)

51,143

 

Gross profit

 

28,198

 

(17,870

)

10,328

 

483

 

10,811

 

Operating expense (income):

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

27,419

 

(9,564

)

17,855

 

(6,770

)

11,085

 

Research and development

 

19,972

 

(528

)

19,444

 

(8,943

)

10,501

 

Flood-related insurance proceeds

 

(19,000

)

 

(19,000

)

11,210

 

(7,790

)

Gain on sale of assets

 

(413

)

 

(413

)

 

(413

)

Total operating expense

 

27,978

 

(10,092

)

17,886

 

(4,503

)

13,383

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

220

 

(7,778

)

(7,558

)

4,986

 

(2,572

)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(800

)

496

(c)

(304

)

(d)

(304

)

Foreign exchange gain

 

356

 

 

356

 

 

356

 

Gain on sale of equity method investment

 

4,800

 

 

4,800

 

 

4,800

 

Change in fair value of financial instruments

 

515

 

 

515

 

 

515

 

Other expense

 

17

 

 

17

 

 

17

 

Total other income

 

4,888

 

496

 

5,384

 

 

5,384

 

Income (loss) before income tax expense

 

5,108

 

(7,282

)

(2,174

)

4,986

 

2,812

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (e)

 

(120

)

 

(120

)

 

(120

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

4,988

 

$

(7,282

)

$

(2,294

)

$

4,986

 

$

2,692

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic share

 

$

0.19

 

 

 

$

(0.08

)

 

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per diluted share

 

$

0.19

 

 

 

$

(0.08

)

 

 

$

0.10

 

Weighted-average number of basic shares outstanding

 

26,531

 

500

(f)

27,031

 

 

 

27,031

 

Weighted-average number of diluted shares outstanding

 

26,812

 

500

(f)

27,312

 

 

 

27,312

 

 

See the accompanying notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.

 



 

EMCORE CORPORATION

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended September 30, 2012

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

Pro Forma

 

 

 

 

 

 

 

 

 

Sale of

 

without

 

 

 

 

 

 

 

Pro Forma

 

Digital

 

Photovoltaics

 

 

 

 

 

Sale of

 

without

 

Products

 

and Digital

 

 

 

EMCORE

 

Photovoltaics

 

Photovoltaics

 

Business

 

Products

 

 

 

Corporation

 

Business (a)

 

Business

 

(b)

 

Businesses

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

163,781

 

$

(66,562

)

$

97,219

 

$

(23,619

)

$

73,600

 

Cost of revenue

 

145,955

 

(50,563

)

95,392

 

(25,546

)

69,846

 

Gross profit

 

17,826

 

(15,999

)

1,827

 

1,927

 

3,754

 

Operating expense (income):

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

34,861

 

(10,274

)

24,587

 

(6,300

)

18,287

 

Research and development

 

22,338

 

(2,924

)

19,414

 

(5,876

)

13,538

 

Impairment

 

1,425

 

 

1,425

 

 

1,425

 

Litigation settlements, net

 

1,050

 

 

1,050

 

 

1,050

 

Flood-related loss

 

5,519

 

 

5,519

 

(2,320

)

3,199

 

Flood-related insurance proceeds

 

(9,000

)

 

(9,000

)

4,848

 

(4,152

)

Gain on sale of assets

 

(2,742

)

 

(2,742

)

 

(2,742

)

Total operating expense

 

53,451

 

(13,198

)

40,253

 

(9,648

)

30,605

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(35,625

)

(2,801

)

(38,426

)

11,575

 

(26,851

)

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(677

)

254

(c)

(423

)

(d)

(423

)

Foreign exchange gain

 

45

 

(214

)

(169

)

 

(169

)

Loss from equity method investment

 

(1,201

)

 

(1,201

)

 

(1,201

)

Change in fair value of financial instruments

 

(69

)

 

(69

)

 

(69

)

Total other expense

 

(1,902

)

40

 

(1,862

)

 

(1,862

)

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax expense

 

(37,527

)

(2,761

)

(40,288

)

11,575

 

(28,713

)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense (e)

 

(1,644

)

 

(1,644

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(39,171

)

$

(2,761

)

$

(41,932

)

$

11,575

 

$

(28,713

)

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per basic share

 

$

(1.66

)

 

 

$

(1.74

)

 

 

$

(1.19

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per diluted share

 

$

(1.66

)

 

 

$

(1.74

)

 

 

$

(1.19

)

Weighted-average number of basic shares outstanding

 

23,559

 

500

(f)

24,059

 

 

 

24,059

 

Weighted-average number of diluted shares outstanding

 

23,559

 

500

(f)

24,059

 

 

 

24,059

 

 

See the accompanying notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.

 



 

EMCORE CORPORATION

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2014

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Assets and

 

 

 

 

 

 

 

 

 

Assets and

 

 

 

 

 

Liabilities

 

 

 

Pro Forma

 

 

 

 

 

Liabilities of

 

 

 

 

 

of the

 

 

 

without the

 

 

 

 

 

the

 

 

 

Pro Forma

 

Digital

 

 

 

Photovoltaics

 

 

 

 

 

Photovoltaics

 

 

 

without the

 

Products

 

 

 

and Digital

 

 

 

EMCORE

 

Business (g)

 

Other

 

Photovoltaics

 

Business (i)

 

Other

 

Products

 

 

 

Corporation

 

(h)

 

Adjustments

 

Business

 

(j)

 

Adjustments

 

Businesses

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

20,687

 

$

 

$

115,732

(k)

$

136,419

 

$

 

$

(l)

$

136,419

 

Restricted cash

 

1,482

 

 

 

1,482

 

 

 

1,482

 

Accounts receivable, net of allowance of $133, $0, $0, $133, $17, $0 and $116, respectively

 

44,864

 

(17,827

)

 

27,037

 

(14,268

)

 

12,769

 

Inventory

 

26,072

 

(7,203

)

 

18,869

 

(3,225

)

 

15,644

 

Deferred income taxes, net (e)

 

3,908

 

 

(3,908

)

 

 

 

 

Prepaid expenses and other current assets

 

6,878

 

(1,512

)

 

5,366

 

(30

)

 

5,336

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current assets

 

103,891

 

(26,542

)

111,824

 

189,173

 

(17,523

)

 

171,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment, net

 

44,987

 

(26,486

)

 

18,501

 

(7,889

)

 

10,612

 

Goodwill

 

20,384

 

(20,384

)

 

 

 

 

 

Other intangible assets, net

 

1,142

 

 

 

1,142

 

(1,060

)

 

82

 

Deferred income taxes, net (e)

 

20,172

 

 

(20,172

)

 

 

 

 

Other non-current assets, net of allowance of $3,561, $0, $0, $3,561, $0, $0 and $3,561, respectively

 

766

 

(254

)

 

512

 

 

16,000

(l)

16,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

191,342

 

$

(73,666

)

$

91,652

 

$

209,328

 

$

(26,472

)

$

16,000

 

$

198,856

 

LIABILITIES and SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings from credit facility

 

$

26,518

 

$

 

$

(26,518

)(k)

$

 

$

 

$

 

$

 

Accounts payable

 

22,292

 

(4,640

)

 

17,652

 

(10,848

)

 

6,804

 

Deferred gain associated with sale of assets

 

3,400

 

 

 

3,400

 

 

 

3,400

 

Warrant liability

 

122

 

 

 

122

 

 

 

122

 

Accrued expenses and other current liabilities

 

20,645

 

(5,398

)

 

15,247

 

(38

)

 

15,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

72,977

 

(10,038

)

(26,518

)

36,421

 

(10,886

)

 

25,535

 

Asset retirement obligations

 

5,263

 

(720

)

 

4,543

 

 

 

4,543

 

Other long-term liabilities

 

755

 

 

 

755

 

 

 

755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

78,995

 

(10,758

)

(26,518

)

41,719

 

(10,886

)

 

30,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

755,368

 

 

1,043

(m)

756,411

 

 

 

756,411

 

Treasury stock

 

(2,071

)

 

 

(2,071

)

 

 

(2,071

)

Accumulated other comprehensive income

 

1,837

 

 

 

1,837

 

 

 

1,837

 

Accumulated deficit

 

(642,787

)

(62,908

)

117,127

(n)

(588,568

)

(15,586

)

16,000

(o)

(588,154

)

Total shareholders’ equity

 

112,347

 

(62,908

)

118,170

(p)

167,609

 

(15,586

)

16,000

(q)

168,023

 

Total liabilities and shareholders’ equity

 

$

191,342

 

$

(73,666

)

$

91,652

 

$

209,328

 

$

(26,472

)

$

16,000

 

$

198,856

 

 

See the accompanying notes which are an integral part of these unaudited pro forma condensed consolidated financial statements.

 



 

EMCORE CORPORATION

 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SALE OF PHOTOVOLTAICS BUSINESS TO SOLAERO TECHNOLOGIES CORP. AND PLANNED SALE OF DIGITAL PRODUCTS BUSINESS TO NEOPHOTONICS CORPORATION.

 

On December 10, 2014, EMCORE Corporation, a New Jersey corporation (“EMCORE” or the “Company”), completed the sale of substantially all of the assets, and the transfer of 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”) to SolAero Technologies Corp. (f/k/a Photon Acquisition Corporation) (“SolAero”), a Delaware corporation and an affiliate of private equity firm Veritas Capital, for $150.0 million in cash, subject to a working capital adjustment pursuant to that certain asset purchase agreement, dated as of September 17, 2014 (as amended, the “Photovoltaics Agreement”), by and between EMCORE and SolAero (such sale, the “Photovoltaics Sale”).

 

On January 2, 2015, the Company completed the sale of its tunable laser and transceiver product lines to NeoPhotonics Corporation (“NeoPhotonics”), pursuant to the asset purchase agreement dated October 22, 2014, as amended by Amendment No. 1 dated January 2, 2015 (the “Digital Products Agreement”) by and between EMCORE and NeoPhotonics (such sale, the “Digital Products Sale” and, together with the Photovoltaics sale, the “Asset Sales”). Pursuant to the terms and subject to the conditions of the Digital Products Agreement, on January 2, 2015, (i) NeoPhotonics acquired certain assets, and assumed certain liabilities, primarily related to or used in the Company’s telecommunications business (such assets and liabilities, the “Digital Products Business”). The Company sold the Purchased Assets to NeoPhotonics for an aggregate purchase price of $17.5 million, subject to certain adjustments described below (the “Purchase Price”), consisting of (i) $1.5 million in cash and (ii) a promissory note from NeoPhotonics in the principal amount of $16.0 million (the “Promissory Note”). The Promissory Note bears interest of 5.0% per annum for the first year and 13.0% per annum for the second year, payable semi-annually in cash, and matures two years from the closing of the Digital Products Sale.  In addition, the Promissory Note is subject to prepayment under certain circumstances and is secured by certain of the assets to be sold pursuant to the Digital Products Sale. The Purchased Assets include fixed assets and intellectual property for the ITLA, micro-ITLA, T-TOSA and T-XFP product lines and inventory for the ITLA and micro-ITLA product lines within the Company’s telecommunications business.  Pursuant to the Digital Products Agreement, the Purchase Price is subject to certain adjustments for inventory, net accounts receivable and pre-closing revenues, and the principal amount due under the Promissory Note will be increased or decreased, as applicable, by an amount corresponding to any such adjustment.

 

Following the closing of the Digital Products Sale, EMCORE continues 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.

 

2. UNAUDITED PRO FORMA ADJUSTMENTS (in thousands)

 

The following notes describe the basis for and/or assumptions regarding certain of the pro forma adjustments included in EMCORE’s unaudited pro forma condensed consolidated financial statements:

 

(a) The amounts being eliminated represent the revenues, cost of revenues, and operating and other expenses that are attributable to the sale of the Photovoltaics Business. The adjustments do not include the revenues, cost of revenues, and operating and other expenses attributable to the terrestrial solar module applications, which product lines were sold in fiscal year 2012.

 

(b) The amounts being eliminated represent the revenues, cost of revenues, and operating and other expenses that are attributable to the sale of the Digital Products Business. EMCORE has maintained separate accounting records for the Digital Products Business as it represents one of the two operating divisions within the fiber optics reporting segment. The allocation of corporate expenses is based on a combination of factors including assets, revenues and personnel costs. The adjustments do not include the revenues, cost of revenues and operating and other expenses attributable to the Vertical Cavity Surface Emitting Laser product lines, which product lines were sold in fiscal year 2012.

 

(c) The amount represents the interest expense associated with the credit and security agreement, dated November 11, 2010, by and between EMCORE Corporation and Wells Fargo Bank, National Association (as amended, the “Credit Facility”), that would not have been incurred assuming a portion of the net proceeds from the Photovoltaics Sale was used to repay outstanding borrowings under the Credit Facility as of October 1, 2011. The remaining amount of interest expense primarily represents fixed commitment fees and facility costs associated with the Credit Facility.

 



 

(d) The annualized interest income for the Promissory Note based on the terms of the note is assumed to be the following but is not reflected in the unaudited pro forma condensed consolidated financial statements as the note receivable may be prepaid at any time without penalty:

 

Note receivable (Note (l))

 

$

16,000

 

 

 

 

 

First year interest rate

 

5

%

Annualized interest income

 

$

800

 

Second year interest rate

 

13

%

Annualized interest income

 

$

2,080

 

 

(e) 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 Photovoltaics Sale. Accordingly, a net deferred tax valuation allowance release of $24.1 million was recorded as an income tax benefit during fiscal year 2014 (the “Income Tax Benefit”). 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 Photovoltaics Sale on December 10, 2014. 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.

 

Since the pro forma condensed consolidated statement of operations have been prepared with the assumption that the Asset Sales were completed as of October 1, 2011, the effect of the Income Tax Benefit has been reversed in the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended September 30, 2014 and the Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2014.

 

No pro forma adjustment for income tax expense has been presented in the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the years ended September 30, 2013 and 2012 because any income tax expense or benefit resulting from the Asset Sales would be offset due to the existence of significant deferred tax assets, including net operating loss carryforwards for EMCORE.

 

(f) Weighted average shares outstanding has been adjusted to reflect the accelerated vesting of shares by named executive officers and employees of the Photovoltaics Business upon the completion of the Photovoltaics Sale.

 

(g) Recording of the disposition of the Photovoltaics Business. The amounts include the assets and liabilities that historically have been reported as part of the Company’s photovoltaics reporting segment as well as assets and liabilities primarily related to the Company’s photovoltaics business that historically have been reported as part of the Company’s unallocated corporate division, in each case, that were transferred in the Photovoltaics Sale.

 

(h) Net book value of Photovoltaics Business:

 

Photovoltaics Business assets sold

 

$

73,666

 

 

 

 

 

Photovoltaics Business liabilities assumed

 

(10,758

)

 

 

 

 

Net book value of the Photovoltaics Business

 

$

62,908

 

 

(i) Recording of the disposition of the Digital Products Business. The amounts include the assets and liabilities that historically have been reported as part of the Company’s fiber optics reporting segment that are being transferred in the Digital Products Sale.

 

(j) Net book value of Digital Products Business:

 

Digital Products Business assets to be sold

 

$

26,472

 

 

 

 

 

Digital Products Business liabilities to be assumed

 

(10,886

)

 

 

 

 

Net book value of the Digital Products Business

 

$

15,586

 

 



 

(k) Recording of sale proceeds, net of estimated closing costs, for the sale of the assets and liabilities of the Photovoltaics Business less the assumed repayment of outstanding borrowings under the Credit Facility:

 

Purchase price

 

$

150,000

 

 

 

 

 

Transaction costs incurred (legal, investment banking, bonuses)

 

(7,750

)

Sale proceeds, net

 

$

142,250

 

 

 

 

 

Less repayment of outstanding borrowings under the Credit Facility

 

(26,518

)

 

 

 

 

Net cash

 

$

115,732

 

 

(l) Recording of sale proceeds at closing, net of estimated closing costs, for the sale of the assets and liabilities of the Digital Products Business:

 

Purchase price (cash component)

 

$

1,500

 

 

 

 

 

Transaction costs to be incurred at closing (legal and investment banking)

 

(1,500

)

Net cash

 

 

 

 

 

 

Purchase Price (note receivable)

 

16,000

 

 

 

 

 

Sale proceeds at closing, net

 

$

16,000

 

 

(m) Shareholders’ equity includes estimated adjustments for accelerated vesting upon the completion of the Photovoltaics Sale of selected stock grants held by named executive officers of the Company and employees of the Photovoltaics Business.

 

Increase to additional paid-in-capital

 

$

1,043

 

 

 

 

 

Change in accumulated deficit associated with stock compensation expense due to accelerated vesting

 

(1,043

)

Net change to shareholders’ equity

 

$

 

 

(n) Adjustments to the accumulated deficit resulting from the Photovoltaics Sale are comprised of the following:

 

Sale proceeds net of transaction costs and assumed Credit Facility repayment (Note (k))

 

$

115,732

 

 

 

 

 

Assumed repayment of Credit Facility (Note (k))

 

26,518

 

 

 

 

 

Deferred income taxes, net

 

(24,080

)

Change in accumulated deficit associated with stock compensation expense due to accelerated vesting (Note (m))

 

(1,043

)

Net adjustment to accumulated deficit

 

$

117,127

 

 



 

(o) The accumulated deficit has been adjusted to reflect the $16.0 million in sale proceeds at closing, net (Note (l)) from the Digital Products Sale.

 

(p) The estimated gain on sale of the Photovoltaics Business to be recorded as adjustments to shareholders’ equity:

 

Sale proceeds at closing, net (Note (k))

 

$

142,250

 

 

 

 

 

Net book value of the Photovoltaics Business (Note (h))

 

(62,908

)

Estimated gain on Photovoltaics Sale

 

$

79,342

 

 

The actual gain on sale of the Photovoltaics Business may change due to final determination of the net working capital, as defined in the Photovoltaics Agreement, from the signing of the Photovoltaics Agreement to the closing of the transaction on December 10, 2014.

 

(q) The estimated gain on sale of the Digital Products Business to be recorded as adjustments to shareholders’ equity:

 

Sale proceeds at closing, net (Note (l))

 

$

16,000

 

 

 

 

 

Net book value of the Digital Products Business (Note (j))

 

(15,586

)

Estimated gain on Digital Products Sale

 

$

414

 

 

The actual gain on sale of the Digital Products Business may change due to changes in Net Accounts Receivable and Inventory Value, as defined in the Digital Products Agreement, from the signing of the Digital Products Agreement to the closing of the transaction on January 2, 2015.