This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Such forward-looking statements include, in particular, projections about our future results included in our Exchange Act reports and statements about our plans, strategies, business prospects, changes and trends in our business and the markets in which we operate, including the expected impact of the COVID-19 pandemic on our business and operations.operate. These forward-looking statements may be identified by the use of terms and phrases such as “anticipates,” “believes,” “can,” “could,” “estimates,” “expects,” “forecasts,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will,” “would,” and similar expressions or variations of these terms and similar phrases. Additionally, statements concerning future matters such as our expected liquidity, development of new products, enhancements or technologies, sales levels, expense levels, expectations regarding the outcome of legal proceedings, and other statements regarding matters that are not historical are forward-looking statements. Management cautions that these forward-looking statements relate to future events or our future financial performance and are subject to business, economic, and other risks and uncertainties, both known and unknown, that may cause actual results, levels of activity, performance, or achievements of our business or the industries in which we operate to be materially different from those expressed or implied by any forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation the following: (a)

These cautionary statements apply to all forward-looking statements wherever they appear in this Quarterly Report.

you not to rely on these statements without also considering the risks and uncertainties associated with these statements and our business that are addressed in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.2021. Certain information included in this Quarterly Report may supersede or supplement forward-looking statements in our other reports filed with the SEC. We do not intend to update any forward-looking statement to conform such statements to actual results or to changes in our expectations, except as required by applicable law or regulation.

EMCORE Corporation (referred to herein, together with its subsidiaries, as the “Company,” “we,” “our,” or “EMCORE”) was established in 1984 as a New Jersey corporation. The Company became publicly traded in 1997 and is listed on The Nasdaq Stock Market under the ticker symbol EMKR. EMCORE is a leading provider of sensors for navigation in the Aerospaceaerospace and Defensedefense market as well as a manufacturer of lasers and optical subsystems for use in the cableCable TV ("CATV") industry. EMCOREWe pioneered the linear fiber optic transmission technology that enabled the world’s first delivery of Cable TV (“CATV”)CATV directly on fiber, and today isare a leading provider of advanced Mixed-Signal Optics products that enable communications systems and service providers to meet growing demand for increased bandwidth and connectivity. The Mixed-Signal Optics technology at the heart of our broadband communications products is shared with our fiber optic gyrosgyroscope (“FOG”) and inertial sensors to provide the aerospace and defense markets with state-of-the-art navigation systems technology. With the acquisition of Systron Donner Inertial, Inc. (“SDI”("SDI"), a navigation systems provider with a scalable, chip-based platform for higher volume gyro applications utilizing Quartz MEMSquartz micro-electromechanical system ("QMEMS") technology, in June 2019, EMCOREwe further expanded itsour portfolio of gyros and inertial sensors with SDI’s quartz MEMSQMEMS gyro and accelerometer technology. EMCORE hasWe have fully vertically-integrated manufacturing capability through our indium phosphide ("InP") compound semiconductor wafer fabrication facility at our headquarters in Alhambra, CA, and through our quartz processing and sensor manufacturing facility in Concord, CA. These facilities support EMCORE’sour vertically-integrated manufacturing strategy for quartz and fiber optic gyroFOG products, for navigation systems, and for our chip, laser, transmitter, and receiver products for broadband applications. With both analog and digital circuits on multiple chips, or even a single chip, the value of Mixed-Signal device solutions is often substantially greater than traditional digital applications and requires a specialized expertise held by EMCOREus which is unique in the optics industry.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim information, and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In our opinion, the interim financial statements reflect all adjustments, which are all normal recurring adjustments, that are necessary to provide a fair presentation of the financial results for the interim periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for an entire fiscal year. The condensed consolidated balance sheet as of September 30, 20202021 has been derived from the audited consolidated financial statements as of such date. For a more complete understanding of our business, financial position, operating results, cash flows, risk factors and other matters, please refer to our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.2021.

There have been no material changes in our significant accounting policies are detailedand estimates from those disclosed in “Note 2 - Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. There have been no significant changes to our accounting policies during the six months ended March 31, 2021.

The preparation of condensed 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. If these estimates differ significantly from actual results, the impact to the condensed consolidated financial statements may be material. There have been no material changes in our critical accounting policies and estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. Please refer to Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 for a discussion of our critical accounting policies and estimates.

In June 2016,December 2019, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”("ASU") 2016-13 Financial Instruments - Credit Losses2019-12, Income Taxes (Topic 326)740): Measurement of Credit Losses on Financial Instruments,Simplifying the Accounting for Income Taxes, which changessimplifies the way entities measure credit lossesaccounting for most financial assetsincome taxes by removing various exceptions, such as the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and certainincome or a gain from other instrumentsitems. The amendments in this update also simplify the accounting for income taxes related to income-based franchise taxes and require that are not measured at fair value through net earnings. The new standard isan entity reflect enacted tax laws or rates in the annual effective for annual periods beginning after December 15, 2019, includingtax rate computation in the interim periods within those annual periods.period that includes the enactment date. The new standard was effective for our fiscal year beginning

October 1, 2020. We adopted the2021. The adoption of this new standard on October 1, 2020, and it did not have a material impact on the condensed consolidated financial statements.

The components of accounts receivable consisted of the following:

The components of inventory consisted of the following:

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

During the three and six months ended MarchDecember 31, 2021 and 2020, the Company sold certain equipment and recognized a loss on sale of assets of $0.2 million.million and $0.0 million, respectively. In addition, in the fiscal year ended September 30, 2020, the Company entered into agreements to sell additional equipment and these assets have beenwere reclassified to assets held for sale. The balance as of December 31, 2021 and September 30, 2021 was $1.1 million and $1.2 million, respectively.

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

On November 11, 2010, we entered into a Credit and Security Agreement (as amended to date, the “Credit Facility”) with Wells Fargo Bank, N.A. ("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.

As of MarchDecember 31, 2021, there was 0no amount outstanding under this Credit Facility and the Company was in compliance with all financial covenants. Also, as of MarchDecember 31, 2021, the Credit Facility had approximately $0.5 million reserved for 1 outstanding stand-by letter of credit and $13.4 million available for borrowing.

During each of the three months ended MarchDecember 31, 2021 and 2020, the Company recorded an income tax (expense) benefitexpense of approximately $(82,000) and $55,000, respectively.$0.1 million. Income tax expense for the three months ended MarchDecember 31, 2021 and 2020 is composed primarily of state tax expense. The increase in income tax expense which is driven by the State of California's temporary suspension of net operating loss ("NOL") utilization.

For the three months ended MarchDecember 31, 2021 and 2020 the effective tax rate on continuing operations was 1.9%4.5% and 0.2%4.7%, respectively. The higher tax rate for the three months ended March 31, 2021 is primarily driven by the State of California's temporary suspension of NOL utilization.

The Company uses estimates to forecast the results from continuing operations for the current fiscal year as well as permanent differences between book and tax accounting.

We have not provided for income taxes on non-U.S. subsidiaries’ undistributed earnings as of MarchDecember 31, 2021 because we plan to indefinitely reinvest the unremitted earnings of our non-U.S. subsidiaries and all of our non-U.S. subsidiaries historically have negative earnings and profits.

All deferred tax assets have a full valuation allowance at MarchDecember 31, 2021. On a quarterly basis, the Company evaluates the positive and negative evidence to assess whether the more likely than not criteria has been satisfied in determining whether there will be further adjustments to the valuation allowance.

As of December 31, 2021 and September 30, 2021, we had no uncertain tax benefit reserved and no interest and penalties accrued as tax liabilities on our balance sheet. During the three and six months ended MarchDecember 31, 2021 and 2020 there were no material increases or decreases in unrecognized tax benefits. As of March 31, 2021 and September 30, 2020, we had approximately $0.6 million of interest and penalties and $0.4 million of uncertain tax benefit reserved and accrued for as tax liabilities on our balance sheet. We expect that $1.0 million of uncertain tax benefit including interest and penalties will be settled within the next 12 months, which will impact the effective tax rate. Interest that is accrued on tax liabilities is recorded within interest expense on the condensed consolidated statements of operations.

We have agreed to indemnify certain customers against claims of infringement of intellectual property rights of others in our sales contracts with these customers. Historically, we have not paid any claims under these customer indemnification obligations. We enter into indemnification agreements with each of our directors and executive officers pursuant to which we agree to indemnify them for certain potential expenses and liabilities arising from their status as a director or executive officer of the Company. We maintain directors and officers insurance, which may covercovers certain liabilities arising fromrelating to our obligation to indemnify our directors and executive officers in certain circumstances. It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular claim.

We are subject to various legal proceedings, claims, and litigation, either asserted or unasserted, that arise in the ordinary course of business. The outcome of these matters is currently not determinable and we are unable to estimate a range of loss, should a loss occur, from these proceedings. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties and 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.

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.

In February 2021, Resilience Capital (“Resilience”) filed a complaint against us with the Delaware Chancery Court containing claims arising from the February 2020 sale of SDI’s real property (the “Concord Property Sale”) located in Concord, California (the “Concord Real Property”) to Eagle Rock Holdings, LP (“Buyer”) and that certain Single-Tenant Triple Net Lease, dated as of February 10, 2020, entered into by and between SDI and the Buyer, pursuant to which SDI leased from the Buyer the Concord Real Property for a 15 year term. The Resilience complaint seeks, among other items, (i)(a) a declaration that the Concord Property Sale included a non-cash component; (ii)(b) a decree requiring us and Resilience to follow the appraisal requirements set forth in that certain Purchase and Sale Agreement (the "SDI Purchase Agreement"), dated as of June 7, 2019, by and among EMCORE Corporation,the Company, The Resilience Fund IV, L.P., The Resilience Fund IV-A, L.P., Aerospace Newco Holdings, Inc. and Ember Acquisition Sub, Inc.; (iii)(c) recovery of Resilience’s costs and expenses; and (iv)(d) pre- and post-judgment interest.

We provide long-term incentives to eligible officers, directors, and employees in the form of equity-based awards. We maintain 3 equity incentive compensation plans, collectively described as our “Equity Plans”:

We issue new shares of common stock to satisfy awards issuedgranted under our Equity Plans. In March 2021, our shareholders approved the Amended and Restated EMCORE Corporation 2019 Equity Incentive Plan, which was adopted subject to shareholder approval, by the Company’s Board of Directors in December 2020, and increased the maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the 2019 Equity Incentive Plan by an additional 2,138,000 shares.

The effect of recordingfollowing table sets forth stock-based compensation expense was as follows:by award type:

We have a savings plan that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under this savings plan, participating employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. Since June 2015, all employer contributions are made in cash. During each of the three months ended MarchDecember 31, 2021 and 2020, our matching contribution in cash was approximately $0.3 million. During each of the six months ended March 31, 2021 and 2020, our matching contribution in cash was approximately $0.6 million and $0.5 million, respectively.

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

Basic earnings per share ("EPS") is computed by dividing net income (loss) for the period by the weighted-average number of common sharesstock outstanding during the period. Diluted earnings per shareEPS is computed by dividing net income (loss) for the period by the weighted average number of common sharesstock outstanding during the period, plus the dilutive effect of outstanding restricted stock units ("RSUs") and restricted stock awards ("RSAs"), performance stock units ("PSUs"), stock options, and shares issuable under the employee stock purchase plan ("ESPP") as applicable pursuant to the treasury stock method. The anti-dilutive stock options and sharesCertain of the Company's outstanding and unvested restricted stockshare-based awards, noted in the table above, were excluded frombecause they were anti-dilutive, but they could become dilutive in the computation of net loss per share for the three and six months ended March 31, 2020 due to the Company incurring a net loss for the period.

As of MarchDecember 31, 2021, we had common stock reserved for the following future issuances:

Reported below are the Company’s segments for which separate financial information is available and upon which operating results are evaluated by the chief operating decision maker, the Chief Executive Officer, to assess performance and to allocate resources. The Company has determined that it has 2 reportable segments: (i) Aerospace and Defense and (ii) Broadband.

segments. Also, a measure of segment assets and liabilities has not been provided to the Company's chief operating decision maker and therefore is not shown below.