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EXHIBIT 99.2 

 

			Year Ended September 30, 2005
			Pro forma as reported			Pro forma adjustments			Pro forma as adjusted
			(*)			(a)
Revenue		$	115,367		$	-		$	115,367
Cost of revenue			96,025			-			96,025
Gross profit			19,342			-			19,342
Operating expenses:
Selling, general and administrative			22,566			-			22,566
Research and development			14,691			-			14,691
Total operating expenses			37,257			-			37,257
Operating loss			(17,915	)		-			(17,915	)
Other expenses (income):
Interest income			(1,081	)		-			(1,081	)
Interest expense			4,844			-			4,844
Equity in net loss of GELcore investment			112			(112	)		-
Total other expenses			3,875			(112	)		3,763
Loss from continuing operations		$	(21,790	)	$	(112	)	$	(21,678	)
Per share data:
Loss from continuing operations per basic and diluted share		$	(0.46	)	$	-		$	(0.46	)
Weighted average number of shares outstanding used in per basic and diluted share calculations			47,387			47,387			47,387

			Nine Months Ended June 30, 2006
			Pro forma as reported			Pro forma  adjustments			Pro forma as adjusted
			(*)			(a)
Revenue		$	108,167		$	-		$	108,167
Cost of revenue			86,241			-			86,241
Gross profit			21,926			-			21,926
Operating expenses:
Selling, general and administrative			23,896			-			23,896
Research and development			13,681			-			13,681
Total operating expenses			37,577			-			37,577
Operating loss			(15,651	)		-			(15,651	)
Other (income) expenses:
Interest income			(838	)		-			(838	)
Interest expense			3,987			-			3,987
Loss from convertible subordinated notes exchange offer			1,078			-			1,078
Equity in net loss of Velox investment			332			-			332
Equity in net income of GELcore investment			(21	)		21			-
Total other expenses			4,538			21			4,559
Loss from continuing operations		$	(20,189	)	$	21		$	(20,210	)
Per share data:
Loss from continuing operations per basic and diluted share		$	(0.41	)	$	-		$	(0.41	)
Weighted average number of shares outstanding used in per basic and diluted share calculations			49,336			49,336			49,336

			As of June 30, 2006
			Pro forma as reported			Pro forma adjustments				Pro forma as adjusted
ASSETS			(*)
Current assets:
Cash and cash equivalents		$	29,138		$	100,000		(b)	$	129,138
Restricted cash			1,303			-				1,303
Marketable securities			7,900			-				7,900
Accounts receivable, net			27,388			-				27,388
Receivables, related parties			482			(200)		(c)		282
Inventory, net			21,952			-				21,952
Prepaid expenses and other current assets			6,197			-				6,197
Total current assets			94,360			99,800				194,160
Property, plant and equipment, net			53,603			(8	)	(c)		53,595
Goodwill			40,476			-				40,476
Intangible assets, net			6,446			-				6,446
Investments in unconsolidated affiliates			12,388			(11,407	)	(d)		981
Receivables, related parties			169			-				169
Other assets, net			4,528			(352	)	(d)		4,176
Total assets		$	211,970		$	88,033			$	300,003
LIABILITIES and SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	20,692		$	-			$	20,692
Accrued expenses and other current liabilities			12,934			-				12,934
Notes payable, current portion			430			-				430
Total current liabilities			34,056			-				34,056
Notes payable, long-term			277			-				277
Convertible subordinated notes, long-term			95,895			-				95,895
Total liabilities			130,228			-				130,228
Commitments and contingencies
Shareholders’ equity:
Preferred stock, $0.0001 par, 5,882 shares authorized, no shares outstanding			-			-				-
Common stock, no par value, 100,000 shares authorized, 50,805 shares issued and 50,646 shares outstanding			410,153			-				410,153
Accumulated deficit			(326,328	)		88,033				(238,295	)
Treasury stock, at cost, 159 shares			(2,083	)		-				(2,083	)
Total shareholders’ equity			81,742			88,033				169,775
Total liabilities and shareholders’ equity		$	211,970		$	88,033			$	300,003

 

 

 

The Company anticipates a gain on the disposition of approximately $88.0 million, before estimated income taxes, that has not been reflected in the pro forma statements of operations as the gain is considered to be non-recurring.  Pro-forma adjustments included in the pro forma condensed consolidated financial statements are as follows:

 

(*) as filed in the Company's Current Report on Form 8-K on August 24, 2006.

 

a)	The adjustments reflected in the condensed consolidated statements of operations eliminate EMCORE’s proportionate share of the results of operations of GELcore.

b)	This adjustment in the balance sheet reflects the net cash proceeds from the sale of EMCORE’s 49% membership interest in GELcore.

c)

These adjustments in the balance sheet reflect changes to the related party receivable and fixed assets being sold or otherwise disposed of as a result of the sale of EMCORE’s 49% membership interest in GELcore. Using the carrying value as of the June 30, 2006 consolidated balance sheet, total assets to be disposed of approximate $0.2 million.

d)	This adjustment in the balance sheet eliminates EMCORE’s investment in GELcore and various costs incurred as a result of the sale of GELcore.