Acquisitions | AcquisitionsOn April 29, 2022, we completed the acquisition of the L3H S&N business for a total purchase price of approximately $5.0 million in cash, exclusive of transaction costs and expenses and subject to certain post-closing working capital adjustments, resulting in a final adjusted purchase consideration transferred of $4.9 million. Following the closing, S&N results are included in our Aerospace and Defense (“A&D”) reportable segment and in our consolidated financial statements beginning on the acquisition date. Revenue and net income of S&N of $5.5 million and $1.1 million, respectively, is included in our condensed consolidated statements of operations and comprehensive (loss) income for the three months ended December 31, 2022. On August 9, 2022, we completed the acquisition of EMCORE Chicago pursuant to which we acquired substantially all of KVH's assets and liabilities primarily related to its FOG and Inertial Navigation Systems business, including property interests in the Tinley Park Facility, for aggregate consideration of approximately $55.0 million, exclusive of transaction costs and expenses and subject to certain post-closing working capital adjustments. Following the closing, EMCORE Chicago results are included in our A&D reportable segment and in our consolidated financial statements beginning on the acquisition date. Revenue and net income of EMCORE Chicago of $7.8 million and $1.4 million, respectively, is included in our condensed consolidated statements of operations and comprehensive (loss) income for the three months ended December 31, 2022. Preliminary Purchase Price Allocation The total purchase price for each of the S&N acquisition and the EMCORE Chicago acquisition was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. Due to the fact that each such acquisition occurred in the most recent 12-month period, the Company's fair value estimates for the purchase price allocations are preliminary. The final determination of fair value for the assets acquired and liabilities assumed is subject to further change and will be completed as soon as possible, but no later than one year from the applicable acquisition date. Since the acquisition, the preliminary purchase price allocation for S&N has changed by a $2.3 million reduction to contract assets and a $0.6 million reduction to asset retirement obligation, resulting in a corresponding increase to intangible assets and goodwill acquired. Goodwill is measured as the excess of the fair value of the purchase consideration transferred over the fair value of the identifiable net assets. Any changes in the fair values of the assets acquired and liabilities assumed during the measurement period may result in a material adjustment to goodwill. Goodwill from these acquisitions totaled $16.4 million, of which 81.1% was the result of the EMCORE Chicago acquisition, which expanded EMCORE's competitive position in the Inertial Navigation market. The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of S&N based on their estimated fair values as of the acquisition date based on management’s best estimates and assumptions: (in thousands) Amount Tangible assets acquired: Accounts receivable $ 803 Inventory 370 Contract assets 3,920 Operating lease right-of-use assets 1,529 Property, plant, and equipment 1,996 Net pension benefit assets 1,727 Intangible assets acquired 2,740 Goodwill 3,108 Liabilities assumed: Accounts payable (1,226) Accrued expenses (622) Contract liabilities (6,024) Operating lease liabilities (1,565) Asset retirement obligation (1,895) Total purchase consideration $ 4,861 The table below represents the preliminary purchase price allocation to the assets acquired and liabilities assumed of EMCORE Chicago based on their estimated fair values as of the acquisition date based on management’s best estimates and assumptions: (in thousands) Amount Tangible assets acquired: Accounts receivable $ 4,977 Inventory 10,800 Prepaid expenses and other current assets 1,483 Property, plant, and equipment 14,442 Intangible assets acquired 12,770 Goodwill 13,342 Liabilities assumed: Accounts payable (1,699) Accrued expenses (485) Contract liabilities (637) Other long-term liabilities (8) Total purchase consideration $ 54,985 Included in intangible assets acquired are customer relationships of $4.0 million, technology of $2.6 million, in-process research and development of $6.7 million, and trademarks of $2.2 million. For the three months ended December 31, 2022, the Company incurred transaction costs of approximately $2.1 million, in connection with the acquisitions, which were expensed as incurred and included in selling, general, and administrative (“SG&A”) expenses within the accompanying condensed consolidated statements of operations and comprehensive (loss) income. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information presented for the three months ended December 31, 2021 does not purport to be indicative of the results of operations that would have been achieved had the EMCORE Chicago acquisition been consummated on October 1, 2020, nor of the results which may occur in the future. The pro forma amounts are based upon available information and certain assumptions that the Company believes are reasonable. Three Months Ended December 31, 2021 Historical (in thousands, except per share data) EMCORE Corporation EMCORE Chicago Pro Forma Adjustments Pro Forma Combined Revenue $ 42,236 $ 7,698 $ — $ 49,934 Cost of revenue 26,439 5,827 171 (a) 32,437 Gross profit 15,797 1,871 (171) 17,497 Operating expense: Selling, general, and administrative 7,187 2,684 (1,026) (a)(b) 8,845 Research and development 4,627 1,443 (264) (a)(b) 5,806 Severance 1,298 — — 1,298 (Gain) loss on sale of assets 187 — — 187 Total operating expense 13,299 4,127 (1,290) 16,136 Operating (loss) income 2,498 (2,256) 1,119 1,361 Other (expense) income: 0 Interest expense, net (11) — 318 (c) 307 Foreign exchange gain 42 — — 42 Other income — 33 — 33 Total other (expense) income 31 33 318 382 (Loss) income before income tax expense 2,529 (2,223) 1,437 1,743 Income tax expense (115) (13) (5) (d)(e) (133) Net (loss) income 2,414 (2,236) 1,432 1,610 Foreign exchange translation adjustment 20 — — 20 Comprehensive (loss) income $ 2,434 $ (2,236) 1,432 $ 1,630 Per share data: Net (loss) income per basic share $ 0.07 $ — $ 0.04 Weighted-average number of basic shares outstanding 36,950 — 36,950 Net (loss) income per diluted share $ 0.06 $ — $ 0.04 Weighted-average number of diluted shares outstanding 39,031 — 39,031 (a) Reflects the impact to depreciation expense and amortization expense as a result of the change in fair value of property, plant, and equipment and intangible assets acquired. Adjustment was made to the unaudited pro forma condensed combined statements of operations for the three months ended December 31, 2022. (b) Reflects the deduction of various sales, general, and administrative and research and development expenses allocated from corporate overhead to EMCORE Chicago during the periods presented that will not be incurred on an ongoing basis as a result of existing EMCORE management structures in place, which will provide the same support to EMCORE Chicago upon completion of a transition services agreement entered into between EMCORE and KVH in connection with the EMCORE Chicago acquisition. Amounts were estimated based on historical allocation included in the stand-alone financial statements of EMCORE Chicago. However, actual costs to be incurred associated with corporate support may vary under the EMCORE structure. (c) Reflects the impact of interest expense related to cash from borrowing facility for funding of the transaction. (d) Reflects the current tax expense due to additional income and deferred income tax expense related to deferred tax liability generated from annual tax amortization of indefinite-lived assets that were acquired for the periods presented. Such amounts were determined based on the effective tax rate of EMCORE rather than statutory tax rates as a result of a tax valuation allowance covering substantially all deferred tax assets and the existence of tax loss carryforwards present at both entities. |